Form 485BPOS SEI Catholic Values Trus

June 28, 2022 5:07 PM EDT

Exhibit 99.B(d)(2)

INVESTMENT SUB-ADVISORY AGREEMENT
SEI CATHOLIC VALUES TRUST

AGREEMENT made as of November 1, 2021 between SEI Investments Management Corporation (the “Adviser”) and Allspring Global Investments, LLC (the “Sub-Adviser”).

WHEREAS, SEI Catholic Values Trust, a Delaware statutory trust (the “Trust”), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated March 24, 2015, as amended, (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), as such Schedule may be amended by mutual agreement of the parties hereto; and

WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of a Fund, and the Sub-Adviser is willing to render such investment advisory services; and

WHEREAS, it is intended that the Sub-Adviser will make purchase or sale recommendations for the Assets (as defined below), with those recommendations executed as appropriate by the Adviser or other another sub-adviser to the Fund (the Adviser in such capacity and such other sub-adviser are individually and collectively referred to as the “Overlay Manager”).

NOW, THEREFORE, the parties hereto agree as follows:

Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust’s Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the “Assets”), by recommending the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectives, policies and restrictions as stated in each Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:

(a)

The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, recommend from time to time what Assets should be purchased, retained or sold by the Fund.

(b)

In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time.

(c)

To the extent applicable to its services hereunder, the Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of a Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub- adviser upon the termination of this Agreement (or, if there is no successor sub- adviser, to the Adviser).

(d)

The Assets of the Fund shall be held by the Fund’s custodian. The Sub-adviser shall at no time have custody or physical control of the Assets.

(e)

To the extent called for by the Trust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.

(f)

The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.

(g)

The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

(h)

(i)

Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.

(ii)

The Sub-Adviser hereby agrees that upon 60 days' written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in a Fund. As of the time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to a Fund to promptly forward misdirected proxies to the Sub-Adviser.

(i)

In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets.

(j)

The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.

To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s partners, officers, employees or control affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.

Additional Duties of the Sub-Adviser. In connection with its duty to recommend the purchase, retention and disposition of the Assets of the Fund, subject to the provisions of Section 1 of this Agreement, the Sub-Adviser shall also provide the following investment advisory services with respect to the Assets:

(a)

provide such recommendations with respect to the purchase, retention and disposition of the Assets of the Fund to the Overlay Manager in the form of a model portfolio or otherwise as appropriate (a “Model Portfolio”) at such times and in such manner as the Adviser requests. Sub-Adviser acknowledges that Sub-Adviser’s investment recommendations will be implemented by the Overlay Manager with only limited authority to vary from such recommendations.

(b)

review the composition of the Assets in the Model Portfolio developed by the Sub-Adviser in light of the Prospectus and any instructions or directions given by the Adviser, and promptly report to the Adviser in the event that the investments in the Model Portfolio do not fully comply with any of the foregoing;

(c)

with respect to the Assets, the Overlay Manager will determine the timing and the manner of executing transactions within the Fund pursuant to the Sub-Adviser’s Model Portfolio. The Sub-Adviser shall not be responsible for the timing or the manner of transactions executed by the Overlay Manager. The Sub-Adviser shall not be responsible for compliance violations or variations from the Prospectus or the Adviser’s instructions or directions that result from the manner in which the Overlay Manager either executes or fails to execute the Model Portfolio. The Adviser shall provide to the Sub-Adviser such reports or other information as the Sub-Adviser reasonably requests to assist the Sub-Adviser in providing the Sub-Adviser’s advisory services specified in this Agreement.

(d)

Sub-Adviser shall have no obligation to file with respect to the Fund any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Such reports with respect to the Fund shall be filed by the Adviser or the Overlay Manager.

Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser’s performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust’s Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents:

(a)          The Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”);

(b)          By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); and

Compensation to the Sub-Adviser. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefore, a sub-advisory fee at the rate specified in Schedule B which is attached hereto and made part of this Agreement. The fee will be calculated based on the average daily value of the Assets, excluding cash under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero.

Indemnification. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 6 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 6 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement.

Duration and Termination. This Agreement shall become effective upon approval by the Trust’s Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of a Fund is not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any) accorded by shareholder approval of an investment adviser’s receipt of compensation under Section 36(b) of the 1940 Act.

This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to a Fund (a) by the Fund at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days’ written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Trust. As used in this Paragraph 7, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act.

Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

(a)

in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

(b)

to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 8(b), along with the policies and procedures referred to in Paragraph 8(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

Reporting of Compliance Matters.

(a)

The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

(i)

copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

(ii)

a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

(iii)

a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;

(iv)

a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

(v)

an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 8 and 9 of this Agreement.

(b)

The Sub-Adviser shall also provide the Trust’s CCO with:

(i)

reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and

(ii)

reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

10.

Governing Law. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

11.

Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

12.

Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

To the Adviser at:	SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 Attention: Legal Department

To the Trust’s CCO at:	SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 Attention: Russ Emery

To the Sub-Adviser at:	Allspring Global Investments, LLC 525 Market Street, 12^th Floor San Francisco, CA 94105 Attention: Client Administration

13.

Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

14.

Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 14, each a “Fund”), the Adviser is entering into this Agreement with the Sub-Adviser on behalf of the respective Funds severally and not jointly, with the express intention that the provisions contained in each numbered paragraph hereof shall be understood as applying separately with respect to each Fund as if contained in separate agreements between the Adviser and Sub-Adviser for each such Fund. In the event that this Agreement is made applicable to any additional Funds by way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Fund so that, for example, the execution date for purposes of Paragraph 7 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule.

15.

Miscellaneous. Where the effect of a requirement of the 1940 Act or Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.

SEI Investments Management Corporation		Allspring Global Investments, LLC

By:	/s/ James Smigiel	By:	/s/ Anthony Reading-Brown

Name:	James Smigiel	Name:	Anthony Reading-Brown

Title:	Chief Investment Officer	Title:	VP, Head of Contract Administration

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Allspring Global Investments, LLC

As of November 1, 2021

SEI CATHOLIC VALUES TRUST

Catholic Values Equity Fund

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Allspring Global Investments, LLC

As of November 1, 2021

For purposes of this Schedule B, the term “Assets” shall have the meaning given in Paragraph 1 of the Agreement.

Pursuant to Paragraph 5, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Catholic Values Trust

Catholic Values Equity Fund                  [REDACTED]

As of the effective date of this amendment the Ex-US Funds are as follows:

●

SIIT Screened World Equity Ex-US Fund;

●

SIIT World Equity Ex-US Fund; and

●

SEI Catholic Values Trust Catholic Values Equity Fund.

Agreed and Accepted:

SEI Investments Management Corporation		Allspring Global Investments, LLC

By:	/s/ James Smigiel	By:	/s/ Anthony Reading-Brown

Name:	James Smigiel	Name:	Anthony Reading-Brown

Title:	Chief Investment Officer	Title:	VP, Head of Contract Administration

Exhibit 99.B(d)(7)

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Copeland Capital Management, LLC

Dated September 11, 2019, as amended March 24, 2022

Pursuant to Paragraph 5, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Catholic Values Trust

Catholic Values Equity Fund          [REDACTED]

Agreed and Accepted:

SEI Investments Management Corporation		Copeland Capital Management, LLC

By:	/s/ James Smigiel	By:	/s/ Sofia A. Rosala

Name:	James Smigiel	Name:	Sofia A. Rosala

Title:	Chief Investment Officer	Title:	General Counsel and CCO

Exhibit 99.B(d)(11)

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Lazard Asset Management LLC

Dated December 14, 2020, as amended April 1, 2022

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Catholic Values Trust

Catholic Values Equity Fund            [REDACTED]

As of the effective date of this Schedule B, the relevant International/Global Quality Growth Funds/Accounts are as follows:

SEI Institutional Investments Trust World Equity Ex-US Fund;

SEI Institutional Investments Trust Screened World Equity Ex-US Fund; and

SEI Catholic Values Trust Catholic Values Equity Fund

SEI GISAP Mandate Global Quality Growth

SEI Investments Management Corporation		Lazard Asset Management LLC

By:	/s/ James Smigiel	By:	/s/ Nathan Paul

Name:	James Smigiel	Name:	Nathan Paul

Title:	Chief Investment Officer	Title:	Chief Business Officer

Exhibit 99.B(d)(12)

INVESTMENT SUB-ADVISORY AGREEMENT
SEI CATHOLIC VALUES TRUST

AGREEMENT made as of this 1^st day of March, 2022 between SEI Investments Management Corporation (the “Adviser”) and Leeward Investments, LLC (the “Sub-Adviser”).

NOW, THEREFORE, the parties hereto agree as follows:

(a)

The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, recommend from time to time what Assets should be purchased, retained or sold by the Fund.

(b)

(c)

To the extent applicable to its services hereunder, the Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of a Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).

(d)

The Assets of the Fund shall be held by the Fund’s custodian. The Sub-adviser shall at no time have custody or physical control of the Assets.

(e)

(f)

(g)

The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

(h)

(i)

(ii)

(i)

(j)

(a)

(b)

(c)

(d)

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents:

(a)

The Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”);

(b)

By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); and

(c)

Prospectus of each Fund.

Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

(a)

(b)

Reporting of Compliance Matters.

(a)

The Sub-Adviser shall promptly make available to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

(i)

(ii)

(iii)

a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;

(iv)

a summary of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

(v)

an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 8 and 9 of this Agreement.

(b)

The Sub-Adviser shall also provide the Trust’s CCO with:

(i)

(ii)

10.

11.

12.

To the Adviser at:	SEI Investments Management Corporation
	One Freedom Valley Drive
	Oaks, PA 19456
	Attention: Legal Department

To the Trust’s CCO at:	SEI Investments Management Corporation
	One Freedom Valley Drive Oaks, PA 19456
	Attention: Russ Emery

To the Sub-Adviser at:	Leeward Investments, LLC
	One Boston Place
	201 Washington Street, 29^th Floor
	Boston, MA 02108
	Attention: Derek Zundl

13.

14.

15.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.

SEI Investments Management Corporation		Leeward Investments, LLC

By:	/s/ James Smigiel	By:	/s/ Paul T. Fiore

Name:	James Smigiel	Name:	Paul T. Fiore

Title:	Chief Investment Officer	Title:	Chief Operating Officer

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Leeward Investments, LLC

As of March 1, 2022

SEI CATHOLIC VALUES TRUST

Catholic Values Equity Fund

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Leeward Investments, LLC

As of March 1, 2022

Pursuant to Paragraph 5, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Catholic Values Trust

Catholic Values Equity Fund

[REDACTED]

Agreed and Accepted:

SEI Investments Management Corporation		Leeward Investments, LLC

By:	/s/ James Smigiel	By:	/s/ Paul T. Fiore

Name:	James Smigiel	Name:	Paul T. Fiore

Title:	Chief Investment Officer	Title:	Chief Operating Officer

Exhibit 99.B(g)(4)

SEI Catholic Values Trust

Effective as of July 1, 2021

Custody & Banking

[Table Redacted]

Overdraft Interest

[Table Redacted]

Other Charges

Out-of-pocket expenses may include, but are not limited to, postage, courier and overnight mail charges, telephone and telecommunication charges, including fax charges, duplicating charges including those relating to filings with federal and state regulatory authorities and Board meeting materials, forms and supplies including those relating to Board meeting materials, certain filings with federal and/or state regulatory filings, customized computer programming requests, charges for organizing documents, pricing service charges, record retention, reproduction, retrieval and destruction costs, locally mandated charges, subcustodian communications expenses, telex expenses, audit reporting expenses, direct expenses such as tax reclaims, stamp duties, foreign investor registration, commissions, dividend and income collection charges, proxy charges when the agent is not in the U.S., taxes, certificate fees, special handling, transfer, withdrawal, Euroclear deposit and withdrawal charges, holding charges, lifting fees and inquiry fees from correspondents and registration fees, and other expenses as agreed to by the parties from time to time would be applied to your account.

Footnotes

Fees quoted within this fee schedule are offered contingent upon the information provided and assume the actual experience will not be materially different from projected activity. Fees are invoiced to a client for or in conjunction with the provision of services rendered. Charges are costs incurred by BBH on behalf of clients and in conjunction with the provision of services; they are invoiced as incurred directly or via a third party or pursuant to an allocation methodology which is subject to periodic review by BBH. This fee schedule may be modified as additional markets and/or services are introduced and the corresponding rates for those markets and/or services will be agreed upon by both parties.

Client Specific Footnotes:

Relationship Discount - The following additional discounts will apply based on the aggregation of assets across: SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, New Covenant Funds, SEI Structured Credit Fund LP, SEI Advisor Managed Trust, and SEI Investments Distribution Co.

Foreign Asset Discount

[Discount Redacted]

Total Asset Discount

[Discount Redacted]

Custody & Banking

Custody Market Safekeeping - The safekeeping basis point charges are applied monthly to the settled positions as reflected on BBH's custody system at month end. The settled positions are to be determined on the market value of securities with BBH. The market value of securities shall be calculated based on the month end settled positions with the available prices on the final business day of each month. The available price that BBH's designated vendor provides shall be used.

- Assets held away incur charges at the US Market rate.

- Unpriced fixed income instruments are valued at par.

- Unpriced asset baked instruments are valued at current face.

- Fees for additional markets will be discussed and agreed upon prior to investment.

Custody Market Transactions - Transaction fee is assessed per partial settlement.

- Transaction fees above apply to any security movement of security in the applicable market.

- Securities lending related movements are charged at the relevant transaction rates per market.

- US is defined as DTC, FRB and NY Vault held assets.

Direct Debit Fees - The additional transaction fees are assessed directly to the agreed upon account at the time of transaction. These items will not appear on the monthly invoice.

Registration Document Completion Services - Events include account opening, name changes, conversions, mergers, market specific licensing renewals, and other events as agreed upon by both parties. Markets are categorized by tiers depending on complexity as defined by BBH. Fees will be assessed upon completion of the registration event. The list of markets in each tier is listed in Appendix A of this schedule. Charges mandated by a market are not included in BBH’s pricing. These may include, but are not limited to, licenses, depository charges, tax ID issuance, and translation.

Overdraft Interest

Overdraft Interest - Overdraft Interest Rate - The Overdraft Interest Rate is calculated at the reference rate reflected in the rate card above, plus the corresponding overdraft basis point spread; effective October 1, 2021, the reference rate for USD will change to the BBH Overdraft Base Rate.

BBH may, in its discretion and with notice, replace a reference rate and its corresponding basis point spread with a commensurate overdraft interest rate. BBH Overdraft Base Rates are set daily reflecting BBH’s effective trading rate in the relevant local money markets on each day. In those markets where a true money market rate is not available, or is not reflective of the market, the BBH Treasury Group sets overdraft base rates on a market-by-market basis, taking into consideration market standards and conditions. The Overdraft Interest Rate accrues daily based on adjusted available balances and posts monthly.

Billing

BBH will automatically debit the agreed upon account, specified in the direct debit authorization letter for the invoiced amount.

Billing Frequency Monthly
Billing Currency USD

Appendix A: List of Markets by Tier

[Table Redacted]

Accepted and agreed:

SEI Catholic Values Trust		Brown Brothers Harriman & Co.

By:	/s/ Stephen MacRae	By:	/s/ Eruch A. Mody

Name:	Stephen MacRae	Name:	Eruch A. Mody

Date:	12/21/2021	Position:	Senior Vice President

Exhibit 99.B(i)

June 28, 2022

SEI Catholic Values Trust

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Re:

Opinion of Counsel regarding Post-Effective Amendment No. 12 to the Registration Statement filed on Form N-1A under the Securities Act of 1933 (File No. 333-200973)

Ladies and Gentlemen:

We have acted as counsel to SEI Catholic Values Trust, a Delaware statutory trust (the “Trust”), in connection with the above-referenced Registration Statement (as amended, the “Registration Statement”), which relates to the Trust’s units of beneficial interest, without par value (collectively, the “Shares”). This opinion is being delivered to you in connection with the Trust’s filing of Post-Effective Amendment No. 12 to the Registration Statement (the “Amendment”) to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, executed copies of the following documents:

(a)

a certificate of the State of Delaware as to the existence of the Trust certifying that the Trust is validly existing under the laws of the State of Delaware;

(b)

the Agreement and Declaration of Trust for the Trust and any amendments and supplements thereto (the “Declaration of Trust”);

(c)

a certificate executed by David F. McCann, Vice President and Assistant Secretary of the Trust, certifying as to, and attaching copies of, the Trust’s Declaration of Trust, the Trust’s By-Laws (the “By-Laws”) and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares; and

(d)

a printer’s proof of the Amendment.

	Morgan, Lewis & Bockius LLP

	1701 Market Street
	Philadelphia, PA 19103-2921	+1.215.963.5000
	United States	+1.215.963.5001

In our capacity as counsel to the Trust, we have examined the originals or certified, conformed or reproduced copies of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers and representatives of the Trust. We have assumed that the Amendment, as filed with the U.S. Securities and Exchange Commission, will be in substantially the form of the printer’s proof referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the terms of purchase described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

Exhibit 99.B(j)

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated April 29, 2022, with respect to the financial statements of SEI Catholic Values Trust, comprised of the Catholic Values Equity Fund and Catholic Values Fixed Income Fund, as of February 28, 2022, incorporated herein by reference, and to the references to our firm under the heading “Financial Highlights” in the Prospectuses and under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

/s/ KPMG LLP

Philadelphia, Pennsylvania

June 28, 2022

Exhibit 99.B(p)(1)

Code of Ethics (Rule 17j-1)

CODE OF ETHICS (RULE 17j-1)

This policy applies to all Trusts identified in Appendix I

Compliance Monitoring Responsibility	Monitoring Frequency	Recordkeeping Responsibility	Periodic Testing
Funds, Adviser SEI-GFS	Continuous	SEI-GFS Adviser	Quarterly

Policy Statement: The Funds have adopted a code of ethics under Rule 17j-1 (“Code of Ethics”) of the Investment Company Act of 1940 (“1940 Act”) with respect to the personal trading activities of persons deemed to be “access persons.” The Code of Ethics prohibits access persons from engaging in fraudulent, deceitful, or manipulative practices in connection with the purchase or sale of a security held or to be acquired by the Funds. The Code of Ethics also prohibits access persons from making any untrue statement of material fact or omitting to state material facts where necessary. The Code of Ethics is designed to require the Funds to adopt procedures that will help prevent and detect fraudulent personal trading and other activities proscribed by the rule and the Code of Ethics.

Procedures: The Funds have adopted the procedures set forth in the Code of Ethics Adopted under Rule 17j-1 (copy attached) to implement and monitor compliance with the Funds’ policies.

Fund Compliance will communicate these procedures to the Advisers and Sub-Advisers through delivery of the Code of Ethics.

Separate Codes – SEI-GFS, SIDCO and each Adviser and Sub-Adviser (excluding those Advisers who manage only money market funds) maintain separate codes of ethics that are designed to comply with the requirements of Rule 17j-1.

Code of Ethics (Rule 17j-1)

CODE OF ETHICS

Adopted Under Rule 17j-1

While affirming its confidence in the integrity and good faith of all of its officers and trustees, each of SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Asset Allocation Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Exchange Traded Funds, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust (the “SEI Trusts”), as well as wholly owned subsidiaries of certain SEI Trusts incorporated in the Cayman Islands as excepted foreign companies for which SIMC serves as adviser (together with the SEI Trusts, the “Trusts”) recognize that the knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions which may be possessed by certain of officers, employees and trustees could place such individuals, if they engage in personal transactions in securities which are eligible for investment by the Trusts, in a position where their personal interest may conflict with that of the Trusts.

In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under the Investment Company Act of 1940 (the “1940 Act”), each Trust has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures.

1.     Statement of General Principles.

In recognition of the trust and confidence placed in each Trust by its shareholders, and to give effect to each Trust’s belief that its operations should be directed to the benefit of its shareholders, each Trust hereby adopts the following general principles to guide the actions of its trustees, officers and employees:

The interests of the Trusts’ shareholders are paramount, and all of the Trusts’ personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the shareholders before their own.

All personal transactions in securities by the Trusts’ personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Trusts and their shareholders.

All of the Trusts’ personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to the Trusts, or that otherwise bring into question the person’s independence or judgment.

All of the Trusts’ personnel are prohibited from disclosing material nonpublic information to others or engaging in the purchase or sale (or recommending or suggesting that any person engage in the purchase or sale) of any security to which such information relates.

2.     Definitions.

“Access Person” shall mean

each director/trustee or officer of a Trust,

Code of Ethics (Rule 17j-1)

	¨	each director/trustee, officer or employee of a Trust or any of a Trust’s advisers or sub-advisers (or of any company in a Control relationship to the Trust or such advisers or sub-advisers) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a Security by each Trust or any series thereof (each a “Fund”), or whose functions relate to the making of any recommendations with respect to such purchases or sales,
	¨	any natural person in a Control relationship to a Trust or any of a Trust’s advisers or sub-advisers who obtains information concerning recommendations made to the Trust with respect to the purchase or sale of a Security by any Fund; and
	¨	each director, officer or general partner of any principal underwriter for a Trust, but only where such person, in the ordinary course of business, either makes, participates in, or obtains information regarding the purchase or sale of Securities by the Fund(s), or whose functions relate to the making of recommendations regarding Securities to the Fund(s).

“Automatic Investment Plan” shall mean a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

“Beneficial Ownership” of a security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934. This means that a person should generally consider himself the beneficial owner of any securities in which he has a direct or indirect monetary interest. In addition, a person should consider himself the beneficial owner of securities held by his spouse, his minor children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.

“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting security is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation.

“Independent Trustee” means a Trustee of a Trust who is not an “interested person” of that Trust within the meaning of Section 2(a)(19) of the 1940 Act.

“Initial Public Offering” (“IPO”) means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

“Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) in the Securities Act of 1933.

Code of Ethics (Rule 17j-1)

“Purchase or sale of a Security” includes, among other things, the writing of an option to purchase or sell a Security.

“Security” shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (including repurchase agreements), and shares of registered open-end mutual funds not organized as unit investment trusts, unless advised by SIMC. (Please note that transactions in Exchange Traded Funds that are organized as unit investment trusts and mutual funds advised by SIMC are subject to the reporting and holding period requirements of this Code of Ethics).

A Security “held or to be acquired” by a Trust or any Fund means (A) any Security which, within the most recent fifteen days, (i) is or has been held by a Trust or any Fund thereof, or (ii) is being or has been considered by a Fund’s investment adviser or sub-adviser for purchase by the Fund; (B) and any option to purchase or sell and any Security convertible into or exchangeable for any Security described in (A) above.

A Security is “being purchased or sold” by a Trust from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for the Trust until the time when such program has been fully completed or terminated.

“SEI Access Person” means any Access Person as defined in (2)(a) above, except directors/trustees, officers, or employees of any of the Trusts’ Sub-advisers.

“Special Purpose Investment Personnel” means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

3.     Prohibited Purchases and Sales of Securities.

No Access Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by a Trust or any Fund:

	¨	Employ any device, scheme or artifice to defraud such Fund;
	¨	Make to such Fund any untrue statement of a material fact or omit to state to such Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
	¨	Engage in any act, practice or course of business which would operate as a fraud or deceit upon such Fund; or
	¨	Engage in any manipulative practice with respect to a Fund.

No Special Purpose Investment Personnel may purchase or sell, directly or indirectly, any Security as to which such person is a Special Purpose Investment Personnel in which he had (or by reason of such transaction acquires) any Beneficial Ownership at any time within seven calendar days before or after the time that the same (or a related) Security is being purchased or sold by any Fund.

Code of Ethics (Rule 17j-1)

No SEI Access Person may sell a Security within 60 days of acquiring beneficial ownership of that Security.

4.     Additional Restrictions and Requirements.

Each SEI Access Person must obtain approval from the Review Officer before acquiring Beneficial Ownership of any securities offered in connection with an IPO or a Private Placement, except that an Independent Trustee shall be exempt from this requirement provided that such Independent Trustee has no knowledge regarding the contemporaneous purchase or sale of such security by a Fund.

No SEI Access Person shall accept or receive any gift of more than de minimis value from any person or entity that does business with or on behalf of a Trust.

Each Access Person (other than a Trust’s Independent Trustees) who is not required to provide such information under the terms of a code of ethics described in Section 7 hereof must provide to the Review Officer, no later than ten days after he or she becomes an Access Person, an initial holdings report, and, within forty-five days after the end of each calendar year, an annual holdings report. The initial and annual holding reports shall disclose:

	¨	The title, number of shares and principal of amount of each Security in which such Access Person had any direct or indirect Beneficial Ownership;
	¨	The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and
	¨	The date that the report was submitted by the Access Person.

The information included in the initial holdings report must be current as of a date no more than 45 days prior to the date such person becomes an Access Person. The information included in the annual holdings report must be as of each calendar year-end. The Initial Holdings Report and Annual Holdings Report are attached as Exhibits 1 and 2, respectively.

Access Persons are not required to submit an initial or annual holdings report with respect to transactions effected for, and Securities held in, any account over which the Access Person has no direct or indirect influence or Control.

5.      Reporting Obligations.¹

Except as discussed below, each SEI Access Person (other than a Trust’s Independent Trustees) shall report all transactions in Securities in which the person has, or by reason of

Access persons who are out-of-the-office under the Family and Medical Leave Act (FMLA) during the entire reporting period are not subject to the reporting requirement portion of the Code during that time. All other portions of the Code will continue to apply.

Code of Ethics (Rule 17j-1)

such transaction acquires, any direct or indirect Beneficial Ownership. Reports shall be filed with the Review Officer quarterly. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal securities transactions to an officer designated to receive his or her reports (“Alternate Review Officer”), who shall act in all respects in the manner prescribed herein for the Review Officer.

Every report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

	¨	The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved;
	¨	The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
	¨	The price of the Security at which the transaction was effected;
	¨	The name of the broker, dealer or bank with or through whom the transaction was effected;
	¨	The date the report was submitted by the Access Person; and
	¨	With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

	o	The name of the broker, dealer or bank with whom the Access Person established the account;
	o	The date the account was established; and
	o	The date the report was submitted by the Access Person.

The Quarterly Transaction Report is attached as Exhibit 3.

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the Securities to which the report relates.

An SEI Access Person need not make a quarterly transaction report with respect to transactions effected pursuant to an Automatic Investment Plan. In addition, SEI Access Persons are not required to submit a quarterly transaction report with respect to transactions effected for, and Securities held in, any account over which the SEI Access Person has no direct or indirect influence or Control.

In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated.

An Access Person who would otherwise be required to report his or her transactions under this Code shall not be required to file reports pursuant to this Section V where such person is required to file reports pursuant to a code of ethics described in Section VII, hereof.

Code of Ethics (Rule 17j-1)

An Independent Trustee shall report transactions in Securities only if the Trustee knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known, that during the 15 day period immediately preceding or following the date of the trustee’s transaction, such Security was purchased or sold, or was being considered for purchase or sale, by a Trust. (The “should have known” standard implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting a Funds’ investment objectives, or that any knowledge is to be imputed because of prior knowledge of the Fund’s portfolio holdings, market considerations, or the Fund’s investment policies, objectives and restrictions.)

An SEI Access Person need not submit a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Review Officer, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 30 days after the end of the calendar quarter.

Each Independent Trustee shall report the name of any publicly-owned company (or any company anticipating a public offering of its equity securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1/2 of 1% of the company’s outstanding shares. Such report shall be made promptly after the date on which the Trustee’s ownership interest equaled or exceeded 1/2 of 1%.

6.     Review and Enforcement.

The Review Officer is responsible for identifying each person who is (a) an Access Person of a Trust; and (b) required to report his or her transactions under this Code and shall inform such Access Persons of their reporting obligation under the Code. Such Access Persons shall execute the Compliance Certification within 10 days of becoming an Access Person, and each year thereafter, attached as Exhibit 4.

The Review Officer shall compare all reported personal securities transactions with completed portfolio transactions of a Trust to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

If the Review Officer determines that a violation of this Code may have occurred, he shall submit his written determination, together with the confidential monthly report and any additional explanatory material provided by the individual, to the Chief Compliance Officer of such Trust, who shall make an independent determination as to whether a violation has occurred.

If the Chief Compliance Officer finds that a violation has occurred, he shall impose upon the individual such sanctions as he deems appropriate and shall report the violation and the sanction imposed to the Board of Trustees of such Trust.

No person shall participate in a determination of whether he has committed a violation of the Code or of the imposition of any sanction against himself. If a securities transaction of the Chief Compliance Officer is under consideration, any Compliance Officer shall act in all respects in the manner prescribed herein for the Chief Compliance Officer.

Code of Ethics (Rule 17j-1)

7.     Investment Adviser’s and Principal Underwriter’s Code of Ethics.

Each investment adviser (including, where applicable, any sub-adviser) and principal underwriter of a Trust shall:

Submit to the Board of Trustees of such Trust a copy of its code of ethics adopted pursuant to or in compliance with Rule 17j-1;

Promptly report to the appropriate Trust in writing any material amendments to such code of ethics;

Promptly furnish to such Trust, upon request, copies of any reports made pursuant to such code of ethics by any person who is an Access Person as to the Trust;

Shall immediately furnish to such Trust, upon request, all material information regarding any violation of such code of ethics by any person who is an Access Person as to the Trust; and

At least once a year, provide such Trust a written report that describes any issue(s) that arose during the previous year under its code of ethics, including any material code violations and any resulting sanction(s), and a certification that it has adopted measures reasonably necessary to prevent its personnel from violating its code of ethics.

8.     Annual Written Report to the Board.

At least once a year, the Chief Compliance Officer for each Trust will provide the Board of Trustees a written report that includes:

Issues Arising Under the Code. The Report will describe any issue(s) that arose during the previous year under the Code, including any material Code violations, and any resulting sanction(s).

Certification. The Report will certify to the Board of Trustees that each Trust has adopted measures reasonably necessary to prevent its personnel from violating the Code.

9.     Records.

Each Trust shall maintain records in the manner and to the extent set forth below, which records may be maintained under the conditions described in Rule 31a-2 under the Investment Company Act and shall be available for examination by representatives of the Securities and Exchange Commission.

A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

Code of Ethics (Rule 17j-1)

A copy of each report submitted by an Access Person who is required to report under this Code, including any information provided in lieu of any such reports, shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place;

A list of all persons who are, or within the past five years have been, required to submit their reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

A copy of each annual report to the Board of Trustees will be maintained for at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

A record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities in an IPO or a Private Placement, shall be preserved for at least five years after the end of the fiscal year in which the approval is granted.

10.   Miscellaneous.

Confidentiality. All reports of securities transactions and any other information filed with a Trust pursuant to this Code shall be treated as confidential.

Interpretation of Provisions. The Board of Trustees may from time to time adopt such interpretations of this Code as it deems appropriate.

Periodic Review and Reporting. The Chief Compliance Officer of each Trust shall report to the Board of Trustees at least annually as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code.

Adopted March 6, 1995.

     Revised December 7, 2005, June 2008, September 2013, January, 2014, March 2017, March 2020, December 2020, November 2021, March 2022

Code of Ethics (Rule 17j-1)

EXHIBIT 1

INITIAL HOLDINGS REPORT

Name of Reporting Person:

Date Person Became Subject to the
Code’s Reporting Requirements:
Information in Report Dated as of:

Date Report Submitted:

Securities Holdings

Name of Issuer and Title of Security	No. of Shares (if applicable)	Principal Amount (if applicable)

If you have no securities holdings to report, please check here. ¨

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

Name of Broker, Dealer or Bank	Name(s) on and Type of Account

Securities Accounts

If you maintain an account in which any securities are held for your direct or indirect benefit, please provide the following information:

If you have no securities accounts to report, please check here. ¨

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.


Signature		Date

Code of Ethics (Rule 17j-1)

EXHIBIT 2

ANNUAL HOLDINGS REPORT

Name of Reporting Person:

Information in Report Dated as of: ______
Date Report Submitted:

Calendar Year Ended: December 31, ____

Securities Holdings

Name of Issuer and Title of Security	No. of Shares (if applicable)	Principal Amount (if applicable)

If you have no securities holdings to report, please check here. ¨

Securities Accounts

If you maintain an account in which any securities are held for your direct or indirect benefit, please provide the following information:

Name of Broker, Dealer or Bank	Name(s) on and Type of Account

If you have no securities accounts to report, please check here. ¨

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.


Signature		Date

Code of Ethics (Rule 17j-1)

EXHIBIT 3

QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT

Name of Reporting Person:
Calendar Quarter Ended:
Date Report Due:

Date Report Submitted:

Securities Transactions

Date of Transaction	Name of Issuer and Title of Security	No. of Shares (if applicable)	Principal Amount, Maturity Date and Interest Rate (if applicable)	Type of Transaction	Price	Name of Broker, Dealer of Bank Effecting Transaction

If you have no securities transactions to report for the quarter, please check here. ¨

Securities Accounts

If you established a securities account during the quarter, please provide the following information:

Name of Broker, Dealer or Bank	Date Account was Established	Name(s) on and Type of Account

If you did not establish a securities account during the quarter, please check here. ¨

I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code of Ethics.


Signature		Date

Code of Ethics (Rule 17j-1)

EXHIBIT 4

COMPLIANCE CERTIFICATION

Initial Certification

I certify that I:

(i) have received, read and reviewed the Fund’s Code of Ethics;

(ii) understand the policies and procedures in the Code;

(iii) recognize that J am subject to such policies and procedures;

(iv) understand the penalties for non-compliance;

(v) will fully comply with the Fund’s Code of Ethics; and

(vi) have fully and accurately completed this Certificate.

Signature:

Name: _________________________________________________(Please print)

Date Submitted:       __________________________________________

Annual Certification
I certify that I:

(i) have received, read and reviewed the Fund’s Code of Ethics;

(ii) understand the policies and procedures in the Code;

(iii) recognize that J am subject to such policies and procedures;

(iv) understand the penalties for non-compliance;

(v) have complied with the Fund’s Code of Ethics and any applicable reporting requirements during this past year;

(vi) have fully disclosed any exceptions to my compliance with the Code below;

(vii) will fully comply with the Fund’s Code of Ethics; and

(vi) have fully and accurately completed this Certificate.

EXCEPTION(S):

Signature:

Name: _________________________________________________(Please print)

Date Submitted:       _________________________________________

Exhibit 99.B(p)(2)

Contents

SECTION 1 – Introduction		3
A. General Policy		3
B. Rebuttal of Presumption of Access Person Status		3
SECTION 2 – Using This Code of Ethics		4
A. Annual Certification		4
B. Restriction on Use		4
C. Duty to Report Violations of the Code		4
SECTION 3 – Confidential Information		4
SECTION 4 – Prohibition Against Fraud, Deceit and Manipulation		5
SECTION 5 – Excessive Trading of Shares of the SEI Funds		5
SECTION 6 – Sanctions		5
SECTION 7 – Recordkeeping		5
SECTION 8 – Service as a Director of a Public Company (Access, Investment and Portfolio Management Persons Only)		6
SECTION 9 – Personal Securities Trading (Access, Investment and Portfolio Management Persons Only)		6
A. Initial, Quarterly and Annual Transactions and Holdings Certifications		6
B. Establishing a New PSA		7
C. Pre-Clearance of Outside Business Activities, Private Securities Transactions and Initial Public Offerings		7

D.     Discretionary Accounts		7
SECTION 10 – Additional Pre-Clearance Obligations (Investment and Portfolio Management Persons Only)		7
Glossary		10

SIMC Code of Ethics - August 23, 2021

SECTION 1 – Introduction

This Code is designed to reinforce SIMC’s principles of integrity and ethics. SIMC’s adherence to these principles is critical in an industry that is based on trust and fiduciary duty. This Code is also designed to enforce compliance with applicable regulation and best practices in the United States. The recordkeeping provisions of SIMC’s Compliance Manual are incorporated herein by reference.

All SIMC directors, officers and employees (including interns to SIMC) are considered Supervised Persons and are subject to this Code. Depending on the information to which you have access, you may also be considered an Access Person, Investment Person or Portfolio Management Person and are subject to additional obligations as set forth in the Code. You should note that certain portions of the Code may also apply to others, including certain members of your Immediate Family.

This Code is applicable to you not only as you conduct the business of SIMC, but as you conduct the business of SIMC’s affiliates and subsidiaries as well. Supervised Persons located in SIMC’s Global Offices are subject to this Code and may also be subject to additional codes, policies and procedures related to ethical conduct. You can obtain this Code and related documents from the compliance professionals in each office.

You are also subject to the Code of Conduct of SEI, which is incorporated herein by reference, as well as to various other compliance policies and procedures governing the activities of SIMC and its personnel including, without limitation, SIMC’s insider trading policies and procedures. The requirements and limitations of this Code are in addition to any requirements or limitations contained in the Code of Conduct or in other compliance policies and procedures applicable to SIMC and its personnel.

Strict adherence to the requirements of the Code is a fundamental part of your job. You must certify that you have read and understand the Code at the time of hiring and at least annually thereafter. The Asset Management Compliance team manages the SIMC Compliance program. If you have questions about how the Code applies to you, contact Asset Management Compliance at [email protected].

Violation of this Code or of any business-specific requirement applicable to you may lead to disciplinary action, including termination of employment (See Section 6 – Sanctions).

A.            General Policy

You have a fiduciary obligation to SEI’s Clients when engaging in professional and personal activities. Specifically, you have a duty to:

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Comply with the Code’s requirements;

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Observe applicable ethical standards in the performance of your duties;

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Adhere to the highest standards of loyalty, candor and care in all matters relating to SIMC and its Clients. This includes putting the interests of SIMC’s Clients before your own;

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Conduct all business dealings consistent with the Code and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of your position of trust and responsibility;

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Maintain the confidentiality of the security holdings and financial circumstances of SIMC’s Clients;

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Maintain your independence in the investment decision-making process;

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Not use any material non-public information in securities trading or divulge such information to any persons except as this Code and other SIMC policies and procedures permit;

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Comply with applicable federal and state securities laws; and

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Report any violations of this Code promptly to Asset Management Compliance.

The Code sets out basic principles to guide you but is not intended to cover every ethical issue that may arise. Please contact Asset Management Compliance if you have questions or concerns regarding the Code.

B.            Rebuttal of Presumption of Access Person Status

For the purposes of this Code, all SIMC directors and officers are presumed to be Access Persons and thus are subject to the reporting requirements as described in the Code unless and until the presumption is rebutted.

This presumption may be rebutted as to these persons, but only if Asset Management Compliance makes a finding that such person, in connection with his or her regular functions or duties, (a) does not have access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any fund the adviser or its control affiliates manage; and (b) is not involved in making securities recommendations to clients, and does not have access to such recommendations that are non-public.

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Prior to making a determination rebutting the presumption that a person is an Access Person, Asset Management Compliance will investigate all relevant facts and prepare a memorandum for the file which sets forth the facts demonstrating the rebuttal of the presumption, as well as the determination that such person is not, in fact, an Access Person for the purpose of this Code. Asset Management Compliance shall retain a copy of this memorandum in its files. Asset Management Compliance also shall maintain a list of all persons deemed Access Persons for the purpose of this Code. Asset Management Compliance shall review the list and reaffirm that it is accurate and complete no less frequently than on an annual basis.

SECTION 2 – Using This Code of Ethics

A.            Annual Certification

Asset Management Compliance will distribute at least once per year, a current copy of the Code and any amendments. You are required to annually certify that you have received and read the Code and any amendments, understand its provisions and agree to abide by its requirements.

B.            Restriction on Use

The Code is intended for use in connection with your job-related duties. You must obtain authorization from Asset Management Compliance, via email, before providing an outside person or entity with a copy of the Code. All copies of the Code provided to any outside person or entity must be provided in read-only format.

C.            Duty to Report Violations of the Code

If you become aware of conduct which you feel is unethical, improper, illegal, or is otherwise a violation of any provision of this Code, you are required to report such information to Asset Management Compliance as soon as practicable after discovering the violation. Concealing or covering up any violation of the Code is itself a violation of the Code. You are not authorized or required to carry out any order or request to cover up such a violation and if you receive such an order you must report it to Asset Management Compliance. You have a duty to cooperate fully with ethics investigations and audits, and to answer questions truthfully and to the best of your ability. If you report violations of the Code in good faith, you will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this Code and any concern about retaliation should be reported to Asset Management Compliance immediately. Any person found to have retaliated against you for reporting violations of the Code will be subject to appropriate disciplinary action. Asset Management Compliance will maintain a log of all violations of the Code. Violations are reported on a quarterly basis to the SIMC Board of Directors and may also be reported to the applicable manager and/or SEI Chief Compliance Officer or his or her designee as necessary.

SECTION 3 – Confidential Information

Ethical behavior includes safeguarding the security of confidential information. You are prohibited from revealing confidential information to any third party or anyone within SIMC that does not have a legitimate business reason for knowing such information. This applies even after you have terminated your employment or association with SIMC. Patentable and secret processes, product information, pricing and any other confidential information must remain that way. You are obligated to protect SIMC’s confidential information. Confidential information includes, but is not limited to, business, marketing and service plans; operational techniques; internal controls; compliance policies; methods of operation; security procedures; strategic plans; research activities and plans; portfolio and investment strategies and modeling; transactions; holdings; marketing or sales plans; pricing or pricing strategies; databases; records; salary information; any unpublished financial data and reports, including information concerning revenues, profits and profit margins; proprietary information; and any information concerning SIMC’s technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof and other confidential information and materials of SIMC, its affiliates, their respective clients or suppliers or other persons or entities with whom they do business.

SIMC Employees are not restricted or prohibited from initiating communications directly with, responding to any inquiries from, providing testimony before, providing SIMC Confidential Information to, or reporting possible violations of law or regulation to any governmental agency or entity, or self-regulatory authority, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (collectively, the Regulators), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. You do not need the prior authorization of SIMC to engage in such communications, respond to such inquiries, provide such Confidential Information or documents, or make any such reports or disclosures. You are not required to notify SIMC that you have engaged in such communications, responded to such inquiries or made such reports or disclosures. Further, nothing in the Code prohibits or restricts you from filing a charge, responding to an inquiry, participating in an investigation, or providing testimony about SIMC or its Confidential Information by, with, or before any Regulator.

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All designated representatives from the Asset Management Compliance department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SIMC as necessary to evaluate compliance with or sanctions under this Code.

SECTION 4 – Prohibition Against Fraud, Deceit and Manipulation

You may not, directly or indirectly, in connection with the purchase or sale of a Covered Security held or to be acquired by a Client:

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Employ any device, scheme or artifice to defraud the Client;

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Mislead such Client, including by making a statement that is untrue or omits material facts;

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Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client; or

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Engage in any manipulative practice with respect to a Client or securities (including price manipulation of a security).

SECTION 5 – Excessive Trading of Shares of the SEI Funds

You may not engage in excessive short-term trading of shares of open-end funds within the SEI Funds where prohibited by the Prospectus. Each Fund’s policy on excessive short-term trading (including round trip trade restrictions) can be found in its Prospectus and Statement of Additional Information.

SECTION 6 – Sanctions

Any violation of the rules and requirements set forth in the Code may result in the imposition of such sanctions as Asset Management Compliance, management and/or general counsel, as applicable, may deem appropriate under the circumstances. These sanctions may include, but are not limited to:

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Written warning;

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Reversal of securities transactions;

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Restriction of trading privileges;

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Disgorgement of trading profits;

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Fines;

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Reporting to the SIMC Board of Directors;

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Suspension or termination of employment; or

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Referral to regulatory or law enforcement agency.

Factors which may be considered in determining an appropriate penalty include, but are not limited to: harm to clients; the frequency of occurrence; the degree of personal benefit to the person; the degree of conflict of interest; the extent of unjust enrichment; evidence of fraud, violation of law or reckless disregard of a regulatory requirement; and/or the level of accurate, honest and timely cooperation from the person.

SECTION 7 – Recordkeeping

Asset Management Compliance will:

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Periodically review the personal securities transaction reports or duplicate statements filed by Access Persons, Investment Persons and Portfolio Management Persons and compare with the reports or statements of Investment Vehicles’ completed portfolio transactions. If Asset Management Compliance determines that a compliance violation may have occurred, Asset Management Compliance will give the person an opportunity to supply explanatory material.

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Prepare an annual issues or certification report to the board of any Investment Vehicle that is a registered investment company that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIMC has adopted procedures reasonably necessary to prevent SIMC personnel from violating this Code.

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Prepare a written report to SIMC management outlining any violations of the Code together with recommendations for the appropriate penalties.

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Preserve a record of approval granted for Outside Business Activities (OBA).

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Preserve a record of approval granted for the purchase of securities offered in connection with an Initial Public Offering (IPO) or a private securities transactions, including the rationale supporting any decision.

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Maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act and Rule 204-2 of the Advisers Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

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Preserve a copy of this Code that is, or at any time within the past five years has been, in effect in an easily accessible place for a period of five years.

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Preserve a record of any Code violation and of any sanctions taken in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

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Preserve a copy of each Holdings and Transactions Certification submitted under this Code, including any information provided in lieu of any such reports made under the Code, for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

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Maintain a record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.

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Preserve a record of any decision, and the reasons supporting the decision, to approve an employee’s acquisition of securities in an IPO or private securities transactions, for at least five years after the end of the fiscal year in which the approval is granted.

SECTION 8 – Service as a Director of a Public Company (Access, Investment and Portfolio Management Persons Only)

You are not permitted to serve as a director of a publicly traded company.

SECTION 9 – Personal Securities Trading (Access, Investment and Portfolio Management Persons Only)

A.            Initial, Quarterly and Annual Transactions and Holdings Certifications

You must disclose any Personal Securities Accounts¹ (PSAs) that may contain Covered Securities in which you have a Beneficial Ownership Interest, including any Discretionary Accounts. All certifications are completed via the FIS Protegent PTA System (PTA). The content of such Certifications will comply with the requirements set forth in Rule 204A-1 of the Investment Advisers Act of 1940. Completed Certifications will be managed and reviewed by Asset Management Compliance.

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Initial Reporting:

Complete the Initial Broker Accounts and Initial Holdings Certification within 10 calendar days of the hire/transfer date.

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Quarterly Reporting:

Complete the Quarterly Accounts and Transaction Certifications within 30 calendar days of the end of each quarter.

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Annual Reporting:

Complete the Annual Holdings Certifications and Annual Disclosure Information Document within 30 days after the calendar year ends.

All information submitted must be current within 45 calendar days prior to the date of the Certification. Any certifications that are past due will be reported to the SIMC Board of Directors.

Rule 204A-1 permits three exceptions to personal securities reporting. No reports are required:

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with respect to transactions effected pursuant to an automatic investment plan;

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with respect to securities held in accounts over which the access person had no direct or indirect influence or control (e.g. Discretionary Accounts) ; or

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in the case of an advisory firm that has only one access person, so long as the firm maintains records of the holdings and transactions that rule 204A-1 would otherwise require be reported.

For the avoidance of doubt, securities that qualify for the above exceptions shall not be subject to holdings and transactions reporting under this Code. However, such accounts must be reported on your Quarterly Accounts Certification and 1) you must receive advance approval/confirmation from Compliance before availing yourself of one of the above exceptions, and 2) if at any time they cease to qualify for these exceptions, they must be reported.

SEI Stock, the SEI Employee Stock Purchase Plan (ESPP) and the SEI Employee Stock Option Plan (ESOP)

You are not required to report the purchase or sale of SEI Stock within the SEI ESPP. However, you must report on a Quarterly Transaction Certification your purchase or sale of SEI stock executed outside of an Automatic Investment Program (AIP), as well as the exercise of employee stock options under the ESOP.

SEI Capital Accumulation (401(k)) Plan and SEI Funds

¹ PSAs that hold nonaffiliated open end mutual funds do not need to be disclosed.

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You are not required to report trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and SEI Funds trades done through an employee account established at SEI Private Trust Company. Any SEI Funds trades done in a different channel must be reported on a Quarterly Transaction Certification.

B.            Establishing a New PSA

When you establish a new PSA, you must promptly notify (1) Asset Management Compliance by inputting the account information into PTA, (2) make sure it is being reported on the next Quarterly Accounts and Transaction Certifications and (3) notify the Financial Institution maintaining the PSA that you are associated with SIMC. Statements for all PSAs that may contain Covered Securities in which you have a Beneficial Ownership Interest must be either (1) provided via electronic data feeds² or (2) manually uploaded by the employee.

Electronic Data Feeds

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Asset Management Compliance will notify the Financial Institution if you have SIMC’s permission to maintain the account (if necessary)

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Asset Management Compliance will direct the Financial Institution to link the account by an electronic data feed via PTA.

Manual Statements (non-Electronic Data Feeds)

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The transactions in accounts for which no electronic data feed is available must be manually entered into PTA.

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Manual statement(s) must also be uploaded to PTA via the “Add Statement” button on a quarterly basis.

If you are also registered with SIMC’s affiliated broker/dealer, SIDCO, and already have duplicate account statements being sent to SIDCO, it is not necessary for you to request additional statements from the Financial Institution to PTA.

C.            Pre-Clearance of Outside Business Activities, Private Securities Transactions and Initial Public Offerings

An Access Person’s OBA, private securities transaction or IPO raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors. You must obtain pre-clearance, via PTA or email, from Asset Management Compliance before:

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conducting any OBA or

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acquiring (directly or indirectly) beneficial ownership in securities issued in an private securities transactions or IPO.

Both the Outside Business Activity and Private Securities Transactions/IPO Disclosure (SIDCO/SIMC) Form can be found in PTA. AIFMD regulatory requirements restrict the purchase of the UK Property Fund by all SIMC employees.

D.            Discretionary Accounts

If you maintain a Discretionary Account, you must:

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Include the Discretionary Account in your Accounts Certification;

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Facilitate provision of statements for any such account to Asset Management Compliance;

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Certify to Asset Management Compliance that transactions in the account are, in fact, effected on a discretionary basis by the investment advisor.

If you have questions about whether your account is considered a Discretionary Account, please contact Asset Management Compliance. Asset Management Compliance reserves the right to contact the adviser to the Discretionary Account to verify the discretionary status of the account.

SECTION 10 – Additional Pre-Clearance Obligations (Investment and Portfolio Management Persons Only) Pre-Clearance

Investment and Portfolio Management Persons must pre-clear transactions in Covered Securities via PTA unless the transaction qualifies for the Small Transaction Exception discussed below. If approved, pre-clearance will be effective for two (2) business days. Day one of the pre-clearance period is the day that pre-clearance is obtained, and expiration occurs at the close of trading on the next business day. Exceptions may be made solely at the discretion of Asset Management Compliance.

² New SIMC or SIDCO employees hired after July 1, 2021 will no longer be able to keep assets with brokers that do not provide electronic data feed. Please see the AMC Corporate Governance site for the full list of approved brokers.

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You are not required to pre-clear the following types of transactions:

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Covered Securities Transactions in amounts that come within the Small Transaction Exception (discussed below);

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Covered Securities Transactions in accounts over which you have no direct or indirect influence or control. This includes transactions in Discretionary Accounts;

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Covered Securities Transactions that are non-volitional. This includes Covered Securities Transactions upon exercise of puts or calls written by you, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions;

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Covered Securities Transactions made pursuant to an AIP; however, any transaction that overrides the preset schedule or allocations of the AIP must be pre-cleared with Asset Management Compliance and reported in a Quarterly Transaction Report;

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Covered Securities Transactions upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer;

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Acquisitions of Covered Securities through gifts or bequests;

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SEI Employee Stock Purchase Plan and Employee Stock Option Plan. Investment Vehicles (with the exception of the SIIT Large Cap Index Fund) do not hold SEI stock. Therefore, you do not have to pre-clear your transactions in SEI stock (even if executed outside an AIP) or the exercise of SEI stock options. These transactions must, however, be executed in compliance with SEI’s Insider Trading Policy, which is incorporated herein by reference.

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SEI Funds. You are not required to pre-clear transactions in the SEI Funds as long as the trades are done through an account established at SEI Private Trust Company. Any SEI Fund trades done in a different channel must be pre-cleared.

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SEI Capital Accumulation 401(k) Plan. You are not required to pre-clear transactions in the SEI Funds and Affiliated Mutual Funds in SEI’s Capital Accumulation 401(k) Plan.

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Asset Management Compliance can grant exemptions from the personal trading restrictions in this Code (including preclearance obligations) upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Asset Management Compliance must document all exemptions that it grants.

Small Transaction Exception

Pre-clearance is not required for a purchase or sale of the same Covered Security of less than $25,000 per issuer over a five (5) business day period. For leveraged transactions such as derivative transactions (options, futures, etc.), the determination of a pre-clearance requirement must be made based on the total value of the underlying or associated assets (i.e., the notional value).

Example: If he/she buys 10 options contracts that gives her/him the right to purchase 1,000 shares of stock ABC at the strike price of $25 at some time in the future, pre-clearance is necessary although the premium paid for that option falls below the $25,000 threshold.

This exception does not apply to the acquisition of securities as part of a private securities transactions or IPO. Additionally, you must continue to adhere to the “Minimum Holding Periods” as set forth in the Code.

60-Day Minimum Holding Periods

The 60-day minimum holding periods are applicable for any purchase and sale or sale and purchase of the same Covered Security in which you have a Beneficial Ownership Interest. The 60 calendar days holding period starts on the NEXT day after the trade is executed. The holding periods are calculated on a First In First Out (FIFO) basis.

This prohibition³ does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indices or U.S. Government securities. This prohibition also does not apply to transactions in the SEI Funds, which are separately covered under the “Excessive Trading of Shares of the SEI Funds” section of this Code.

Blackout Periods on Purchases and Sales

Investment Persons may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security is being purchased or sold by any Investment Vehicle. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

³ In situations such as financial hardship and/or life changing events, Investment and Portfolio Management Persons might request for an exception on a case of case basis with the discretion of AMC Compliance.

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Portfolio Management Persons may not purchase or sell, directly or indirectly, any Covered Security within 7 days before or after the time that the same Covered Security is being purchased or sold by any Investment Vehicle. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

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Glossary

Access Persons are defined as any Supervised Persons who (a) have access to non-public information regarding any Client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund; or (b) who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public.

Note: SIMC directors and officers are presumed Access Persons unless the presumption is rebutted under certain circumstances as described in Section 1 (II).

Access Persons – For purposes of this Code, all persons on the following teams are considered to be Access Persons: list at bottom of file

Affiliated Funds – A list of current affiliated is available via the AMC Corporate Governance site.

Automatic Investment Program (AIP) – A program in which regular periodic payments (or withdrawals) are made automatically in (or from) investment accounts in accordance with a pre-determined schedule and allocation, including a dividend reinvestment plan.

Beneficial Ownership Interest/Beneficially Own – Under relevant securities laws, you have a beneficial ownership interest in securities (or beneficially own securities) if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest in the securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. You are presumed to have a pecuniary interest in securities held by members of your Immediate Family.

For example, you have a beneficial ownership interest in securities held within a PSA that is registered in your name or your Immediate Family member’s name. You also have beneficial ownership in securities held within a PSA if you (or an Immediate Family member) (1) obtain benefits from the PSA substantially equivalent to whole or partial ownership, even if indirectly or (2) directly or indirectly control investment decisions for the PSA.

Client – Any client of SIMC who has entered into a contractual arrangement with SIMC, including, but not limited to, individuals, institutions and Investment Vehicles.

Covered Securities Transaction – The purchase or sale of (or any other transaction in) a Covered Security, including the writing of an option to purchase or sell a Covered Security.

Covered Security – A Covered Security is any U.S. security except:

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Direct obligations of the U.S. government;

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Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

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Annuity Plans;

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Shares issued by money market funds;

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Shares issued by open-end funds that are not Affiliated Mutual Funds; and

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds other than Affiliated Mutual Funds

By way of example, a Covered Security may include a crowdfunded securities offering; note; stock; closed-end fund; exchange traded fund (ETF); commodity interests; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; pre-organization certificate of subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, any interest or instrument commonly known as a security; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

Discretionary Account – An account or blind trust in which you give a Financial Institution discretion as to the purchase or sale of securities or commodities, including selection, timing, and price to be paid or received. By so doing, you empower the Financial Institution to buy and sell without your prior knowledge or consent, although you may set broad guidelines for managing the account (e.g., limiting investments in blue chip stocks or banning investment in “sin” stocks). In order to be considered a Discretionary Account, you must not:

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Suggest purchases or sales of investments to the trustee or Financial Institution;

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Direct purchases or sales of investments;

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Provide final approval of purchases or sales of investments prior to a transaction (this is different than approving an investment strategy or goal with your Financial Institution); or

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Consult with the trustee or Financial Institution as to the particular allocation of investments to be made in the account

Financial Institution – A broker-dealer, investment advisor, bank or other financial entity.

Immediate Family – A member of your immediate family includes your spouse or domestic partner, minor children, dependents and other relatives who share the same residence with you. Or any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

Initial Public Offering (IPO) – Generally refers to the first sale of stock by a private company to the public. IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large privately owned companies looking to become publicly traded.

Investment Person – Any person that is an Access Person and who also directly oversees the performance of one or more sub-advisers for any Investment Vehicle, or obtains or is able to obtain prior or contemporaneous information regarding the purchase or sale of Covered Securities by any Investment Vehicle or Client.

For purposes of this Code, all persons on the following teams are considered to be Investment Persons:

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IMU: Communication

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IMU: Management

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IMU: Manager Research

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IMU: Risk Management

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IMU: Solution

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Institutional: Advice

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Legal: Funds

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Legal: SIMC (Compliance)

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Private Wealth Management (client facing)

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Private Wealth Management (operations)

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Interns to these groups**

* Investment Personnel located in the UK (IMU UK Personnel) and Hong Kong (Hong Kong Personnel) are subject to this Code of Ethics. However, those IMU UK and Hong Kong Personnel are also separately subject to the SEI Investments Europe, Ltd. (SIEL) Personal Account Dealings Policy. Further, SIEL Compliance will report violations of its policy by these personnel to SIMC Compliance on a quarterly basis, and SIMC Compliance may take actions with respect to such violations as set forth in the SIMC Code of Ethics (which may be enforced in coordination with SIEL Compliance). IMU UK and Hong Kong Personnel will be subject to the same training and annual certification requirements to which all SIMC employees are subject, which is administered by SIMC Compliance.

** Temporary employees are excluded from this group

Investment Vehicle – Any registered Investment Company, unregistered product or other asset management account for which SIDCO services as underwriter for the investment vehicle.

Private Securities Transactions - A transaction that may occur outside normal market facilities or outside a securities brokerage account and includes, but is not limited to: limited offering, private placements, unregistered securities, private partnerships and investment partnerships.

An Access Person’s private placement purchase raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors.

Personal Securities Account (PSA) – Any personal account that may contain Covered Securities in which you have a Beneficial Ownership Interest or which permits you to transact in such securities. This includes accounts maintained with Financial Institutions (in your name or an Immediate Family members name) over which you maintain direct or indirect control or investment discretion. It also includes any trust for which you are a trustee or from which you benefit directly or indirectly and any partnership (general, limited or otherwise) of which you are a general partner or a principal of the general partner. For the avoidance of doubt, Discretionary Accounts are Personal Securities Accounts and must be reported.

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Portfolio Management Person – Any person that is an Access Person and who also purchases or sells Covered Securities for one or more Investment Vehicles or who is otherwise entrusted with responsibility and authority to make investment decisions regarding Covered Securities for one or more Investment Vehicles.

For purposes of this Code, all persons on the following teams are considered to be Portfolio Management Persons:

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Global Banks AMD

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IMU: Alternative Investments

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IMU: Fixed Income Portfolio Management

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IMU: Portfolio Management

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IMU: Portfolio Strategies

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Institutional Business Unit

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Interns to these groups**

** Temporary employees are excluded from this group

SEI – Refers to SEI Investments Company, the parent company of SIDCO.

SIDCO – Refers to SEI Investments Distribution Co.

Asset Management Compliance – SIMC’s Chief Compliance Officer and supporting personnel and designees.

FIS Protegent PTA System (PTA) – SEI’s electronic personal trading system and vendor.

Supervised Person – For purposes of this Code, Supervised Persons are all directors, officers and employees of SIMC. This includes all Access Persons, Investment Persons and Portfolio Management Persons, as well as employees and interns** on any of the following teams:

•

AMD: US Asset Mgt

•

Goal Investor: Direct to Consumer

•

IMU: Management

•

Independent Advisor Solutions: Conversion

•

Independent Advisor Solutions: ASG Client Experience

•

Independent Advisor Solutions: ASG Management

•

Independent Advisor Solutions: Business Management

•

Independent Advisor Solutions: Client Administration

•

Independent Advisor Solutions: Demand Generation & Awareness

•

Independent Advisor Solutions: Digital First Distribution

•

Independent Advisor Solutions: Distribution & Engagement Management

•

Independent Advisor Solutions: Engagement Team

•

Independent Advisor Solutions: Investment Services

•

Independent Advisor Solutions: Investment Strategies

•

Independent Advisor Solutions: Marketing/Communication

•

Independent Advisor Solutions: National Accounts Team

•

Independent Advisor Solutions: Sales

•

Independent Advisor Solutions: Sales - Enterprise Team

•

Independent Advisor Solutions: Sales - Preferred Plus Team

•

Independent Advisor Solutions: Sales - Preferred/Core Value

•

Independent Advisor Solutions: Sales - Premier Team

•

Independent Advisor Solutions: National Accounts Team / Lead Generation

•

Institutional: Global Strategy

•

Institutional: Management

•

Institutional: Marketing

•

Institutional: RFP

•

Institutional: Sales

•

Institutional: Solutions

•

Legal: General Counsel

•

Private Wealth Management (non-client facing)

•

Private Wealth Management (non-client facing/mtkg)

** Temporary employees are excluded from this group

SIMC Code of Ethics - August 23, 2021

Exhibit 99.B(p)(3)

Contents

SECTION 1 – INTRODUCTION	2

I. GENERAL POLICY	2

SECTION 2 – USING THIS CODE OF ETHICS	3

I. ANNUAL CERTIFICATION	3

II. RESTRICTION ON USE	3

III. DUTY TO REPORT VIOLATIONS OF THE CODE	3

SECTION 3 – CONFIDENTIAL INFORMATION	3

SECTION 4 – PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION	4

SECTION 5 – EXCESSIVE TRADING OF SHARES OF THE SEI FUNDS	4

SECTION 6 – SANCTIONS	4

SECTION 7 – RECORDKEEPING	4

SECTION 8 – SERVICE AS A DIRECTOR OF A PUBLIC COMPANY	5

SECTION 9 – PERSONAL SECURITIES ACCOUNTS, BENEFICIAL OWNERSHIP OF COVERED	5

SECURITIES AND TRANSACTION REPORTING	5

I. INITIAL HOLDINGS REPORT, QUARTERLY TRANSACTIONS REPORT AND ANNUAL HOLDINGS REPORT	5

II. ESTABLISHING A NEW PSA	5

III. PRE-CLEARANCE OF IPOS AND LIMITED OFFERINGS/PRIVATE PLACEMENTS	6

IV. DISCRETIONARY ACCOUNTS	6

V. ADDITIONAL PRE-CLEARANCE OBLIGATIONS	6

VI. EXCEPTION TO REPORTING REQUIREMENTS	8

GLOSSARY	8

SECTION 1 – INTRODUCTION

SEI Investments Distribution Co. (“SIDCO”) serves as principal underwriter for investment companies that are registered under the Investment Company Act of 1940 (“Investment Vehicles”). In addition, certain employees of SIDCO may serve as directors and/or officers of certain Investment Vehicles. This Code of Ethics (“Code”) sets forth the procedures and restrictions governing personal securities transactions for certain SIDCO personnel.

SIDCO has a highly ethical business culture and expects that its personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SIDCO personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm’s clients.

Pursuant to this Code, SIDCO personnel, their family members, and other persons associated with SEI Investments Management Corporation (“SIMC”) may be subject to various pre-clearance and reporting standards for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

You are also subject to the Code of Conduct of SEI, which is incorporated herein by reference, as well as to various other supervisory procedures and other policies governing the activities of SIDCO and its personnel including, without limitation, SIDCO’s insider trading policies and procedures. The requirements and limitations of this Code are in addition to any requirements or limitations contained in the Code of Conduct or in other compliance policies and procedures applicable to SIDCO and its personnel. All employees are required to comply with federal securities laws and any regulations set forth by self-regulatory organizations (FINRA, NASD, and the MSRB) of which SIDCO is a member.

Strict adherence to the requirements of the Code is a fundamental part of your job. You must certify that you have read and understand the Code at the time of hiring and at least annually thereafter. If you have questions about how the Code applies to you, contact the Compliance Team at Asset [email protected] as they manage the SIDCO Compliance Program.

Violation of this Code or of any business-specific requirement applicable to you may lead to disciplinary action, including termination of employment (See Section 6 – Sanctions).

I.       GENERAL POLICY

This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 (“the 1940 Act”), as amended, and Rule 17j-1 thereunder, as amended, to the extent applicable to SIDCO’s role as principal underwriter to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such companies. Certain SIDCO personnel will be subject to various requirements based on their responsibilities within SIDCO and accessibility to certain information.

Access persons of SIDCO are (1) any director, officer or employee of SIDCO who serves as director or officer of an Investment Vehicle for which SIDCO serves as principal underwriter; (2) any director or officer of SIDCO who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by an Investment Vehicle for which SIDCO serves as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Vehicle regarding the purchase or sale of a Covered Security.

The Code sets out basic principles to guide you but is not intended to cover every ethical issue that may arise. Please contact the Compliance Team if you have questions or concerns regarding the Code.

SECTION 2 – USING THIS CODE OF ETHICS

I.       ANNUAL CERTIFICATION

The Compliance Team will distribute at least once per year, a current copy of the Code and any amendments. You are required to annually certify that you have received and read the Code and any amendments, understand its provisions and agree to abide by its requirements. The most recent version of the code is always available on the Corporate Governance Intranet.

II.       RESTRICTION ON USE

The Code is intended for use in connection with your job-related duties. All copies of the Code provided to any outside person or entity must be provided in read-only format

III.      DUTY TO REPORT VIOLATIONS OF THE CODE

If you become aware of conduct which you feel is unethical, improper, illegal, or is otherwise a violation of any provision of this Code, you are required to report such information to the Compliance Team as soon as practicable after discovering the violation. Concealing or covering up any violation of the Code is itself a violation of the Code. You are not authorized or required to carry out any order or request to cover up such a violation and if you receive such an order you must report it to the Compliance Team. You have a duty to cooperate fully with ethics investigations and audits, and to answer questions truthfully and to the best of your ability. If you report violations of the Code in good faith, you will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this Code and any concern about retaliation should be reported to the Compliance Team immediately. Any person found to have retaliated against you for reporting violations of the Code will be subject to appropriate disciplinary action. The Compliance Team will maintain a log of all violations of the Code. Violations are reported on a quarterly basis to the SIDCO Board of Directors and may also be reported to the applicable manager and/or SEI Chief Compliance Officer or his or her designee as necessary.

SECTION 3 – CONFIDENTIAL INFORMATION

Ethical behavior includes safeguarding the security of confidential information. You are prohibited from revealing confidential information to any third party or anyone within SIDCO that does not have a legitimate business reason for knowing such information. This applies even after you have terminated your employment or association with SIDCO. Patentable and secret processes, product information, pricing and any other confidential information must remain that way. You are obligated to protect SIDCO’s confidential information. Confidential information includes, but is not limited to, business, marketing and service plans; operational techniques; internal controls; compliance policies; methods of operation; security procedures; strategic plans; research activities and plans; portfolio and investment strategies and modeling; transactions; holdings; marketing or sales plans; pricing or pricing strategies; databases; records; salary information; any unpublished financial data and reports, including information concerning revenues, profits and profit margins; proprietary information; and any information concerning SIDCO’s technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof and other confidential information and materials of SIDCO, its affiliates, their respective clients or suppliers or other persons or entities with whom they do business.

SIDCO Employees are not restricted or prohibited from initiating communications directly with, responding to any inquiries from, providing testimony before, providing SIDCO Confidential Information to, or reporting possible violations of law or regulation to any governmental agency or entity, or self-regulatory authority, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. You do not need the prior authorization of SIDCO to engage in such communications, respond to such inquiries, provide such Confidential Information or documents, or make any such reports or disclosures. You are not required to notify SIDCO that you have engaged in such communications, responded to such inquiries or made such reports or disclosures. Further, nothing in the Code prohibits or restricts you from filing a charge, responding to an inquiry, participating in an investigation, or providing testimony about SIDCO or its Confidential Information by, with, or before any Regulator.

Additionally, the Compliance Officer or designated representative from the Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SIDCO as necessary to evaluate compliance with or sanctions under this Code.

SECTION 4 – PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

Access Persons may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle for which SIDCO serves as principal underwriter:

	¨	Employ any device, scheme or artifice to defraud the Investment Vehicle;
	¨	Make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
	¨	Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or
	¨	Engage in any manipulative practice with respect to the Investment Vehicle (including price manipulation of a security).

SECTION 5 – EXCESSIVE TRADING OF SHARES OF THE SEI FUNDS

You may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles for which SIDCO serves as principal underwriter, Affiliated Funds. For purposes of this section, a person’s trades shall be considered “excessive” if made in violation of any stated policy in the mutual fund’s prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

SECTION 6 – SANCTIONS

Any violation of the rules and requirements set forth in the Code may result in the imposition of such sanctions as SIDCO Compliance, management and/or general counsel, as applicable, may deem appropriate under the circumstances. These sanctions may include, but are not limited to:

	¨	written warning;
	¨	reversal of securities transactions;
	¨	restriction of trading privileges;
	¨	disgorgement of trading profits;
	¨	fines;
	¨	suspension or termination of employment; and/or
	¨	referral to regulatory or law enforcement agencies

SECTION 7 – RECORDKEEPING

The Compliance Officer or designated representative of the Compliance Department will:

	¨	Periodically review the personal securities transaction reports or duplicate statements filed by Access Persons, and compare with the reports or statements of Investment Vehicles’ completed portfolio transactions. If the Compliance Team member determines that a compliance violation may have occurred he or she will give the person an opportunity to supply explanatory material.
	¨	Prepare an annual issues or certification report to the board of any Investment Vehicle that is a registered investment company that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIDCO has adopted procedures reasonably necessary to prevent SIDCO personnel from violating this Code.
	¨	Notify SIDCO management of any violations of the Code together with recommendations for the appropriate penalties.
	¨	Preserve a record of approval granted for the purchase of securities offered in connection with an IPO or a private placement, including the rationale supporting any decision.
	¨	Maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.
	¨	Preserve a copy of this Code that is, or at any time within the past five years has been, in effect in an easily accessible place for a period of five years.
	¨	Preserve a record of any Code violation and of any sanctions taken in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

	¨	Preserve a copy of each Initial Holdings Report, Quarterly Transaction Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.
	¨	Maintain a record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.
	¨	Preserve a record of any decision, and the reasons supporting the decision, to approve an employee’s acquisition of securities in an IPO or limited offering, for at least five years after the end of the fiscal year in which the approval is granted.

SECTION 8 – SERVICE AS A DIRECTOR OF A PUBLIC COMPANY

You are not permitted to serve as a director of a publicly traded company.

SECTION 9 – PERSONAL SECURITIES ACCOUNTS, BENEFICIAL OWNERSHIP OF COVERED SECURITIES AND
TRANSACTION REPORTING

INITIAL HOLDINGS REPORT, QUARTERLY TRANSACTIONS REPORT AND ANNUAL HOLDINGS REPORT

You must disclose all Personal Securities Accounts (“PSAs”), including Discretionary Accounts, Beneficially Owned Covered Securities and Covered Security Transactions on Initial Accounts and Initial Holdings Reports, Quarterly Accounts and Quarterly Transaction Reports and Annual Holdings Reports as applicable, via the FIS Protegent PTA System (“PTA”). Transactions in Discretionary Accounts are not reportable, in accordance with Section II of this Code of Ethics. Completed Reports will be reviewed by a SIDCO Compliance officer:

You must submit, via PTA, an Initial Accounts and Initial Holdings Report within 10 days of becoming an Access Person whether or not you maintain a PSA or Beneficially Own a Covered Security. Furthermore, the information must be current as of a date no more than 45 days prior to the date you became such a Person.

You must submit, via PTA, Quarterly Accounts and Transaction Reports within 30 days of each calendar quarter end whether or not you maintain a PSA or engage in Covered Securities Transactions within such accounts.

	¨	You must submit, via PTA, an Annual Holdings Report each year whether or not you maintain any PSA(s) or Beneficially Own a Covered Security, including mutual fund accounts. The information must be current as of date not more than 45 days prior to the date the Report was submitted. Annually, you will also be required to attest that you have read and understood the most recent copy of the Code and agree to abide by its requirements.
	¨	You will be notified quarterly and annually of the need to submit the foregoing Reports.
	¨	Any person who repeatedly returns the reports late may be subject to the sanctions in Section 6.

SEI Stock Purchase Plan and Stock Option Plan

You must report on a Quarterly Transaction Report your purchase or sale of SEI stock executed outside of an Automatic Investment Program (“AIP”) and the exercising of SEI stock options.

SEI Funds and SEI Capital Accumulation (401(k)) Plan

Unaffiliated Employee 401(k) Plan

You are not required to report trades in open end mutual funds done through a 401(k) plan. Transactions and holdings of Covered Securities within such plans are required to be reported in your Quarterly Transaction Report and Annual Holdings Reports.

II.       ESTABLISHING A NEW PSA

When you establish a new PSA you must promptly notify (1) the Compliance Team and report it on the next Quarterly Accounts and Transaction Reports and (2) the Financial Institution maintaining the PSA that you are associated with SIDCO.

Statements must be filed or electronic feeds must be received for all PSAs, (including those in which you have a Beneficial Ownership Interest), except those that trade exclusively in open-end funds other than Affiliated Mutual Funds, government securities or AIPs, and do not offer the ability to trade in Covered Securities

	¨	The Compliance Team will direct the Financial Institution to link the account by an electronic data feed via PTA, or, if an electronic feed is unavailable, direct the Financial Institution to forward duplicate account paper statements to: SEI Investment Distribution Corporation, Attn: Compliance Department, 1 Freedom Valley Drive, Oaks, PA 19456 OR electronic statements to [email protected]. Statements for those accounts where an electronic feed is not available must be uploaded to PTA via the “Add Statement” button on a quarterly basis. If requested, you are required to assist the Compliance Team in obtaining duplicate account statements. Transactions in accounts for which no electronic data feed is available must be manually entered into PTA by you.
	¨	If you are also associated with SIDCO’s affiliated registered investment advisor, SIMC, and already have duplicate account statements being sent to SIMC, it is not necessary for you to request additional statements from the Financial Institution to be sent to the Compliance Team.

III.       PRE-CLEARANCE OF IPOS AND LIMITED OFFERINGS/PRIVATE PLACEMENTS

You must obtain pre-clearance, via email, from the Compliance Team before acquiring (directly or indirectly) a beneficial ownership interest in securities issued in an Initial Public Offering or Limited Offering/Private Placement.

An Access Person’s IPO or private placement purchase raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors.

IV.       DISCRETIONARY ACCOUNTS

If you maintain a Discretionary Account, you must:

	¨	Include the Discretionary Account in your Quarterly Accounts Certification;
	¨	Facilitate provision of duplicate statements for any such account to the Compliance Team;
	¨	You certify to the Compliance Team that transactions in the account are, in fact, effected on a discretionary basis by the investment advisor and repeat such certification quarterly;
	¨	In the event that you participate in any decision regarding Covered Securities Transactions in the account, such transactions must be reported in your Quarterly Transaction and Annual Holdings Reports; and
	¨	The Compliance Team reserves the right to contact the advisor to the Discretionary Account to verify the discretionary status of the account.

V.       ADDITIONAL PRE-CLEARANCE OBLIGATIONS

Access Persons must preclear proposed transactions in a Covered Security if he or she has actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Covered Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle. Note that, among other things, this means that these persons must preclear such proposed securities transactions by their spouse, or domestic partner, minor children and relatives whose Pre-clearance, will be obtained via the PTA system. Pre-clearance will be effective for 2 business days. Day one of the pre-clearance period is the day that pre-clearance is obtained, and expiration occurs at the close of trading on the next business day. Exceptions may be made solely at the discretion of the Compliance Team. Note that, among other things, this means that these persons must pre-clear such proposed securities transactions by their spouse or domestic partner, minor children, and relatives who reside in the person’s household.

The Compliance Officer or designated representative of the Compliance Department may authorize a Pre-clearing Person to conduct that requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the requesting person’s work role, the size and holding period of the requesting person’s work role, the size and holding period of the requesting person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting person’s requested transaction, the amount and timing of the trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization.

You are not required to pre-clear the following types of transactions:

Covered Securities Transactions in accounts over which you have no direct or indirect influence or control. This includes transactions in Discretionary Accounts if certain conditions are met, as discussed in more detail below;

	¨	Covered Securities Transactions that are non-volitional. This includes Covered Securities Transactions upon exercise of puts or calls written by you, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions;
	¨	Covered Securities Transactions made pursuant to an AIP; however, any transaction that overrides the preset schedule or allocations of the AIP must be pre-cleared with the Compliance Team and reported in a Quarterly Transaction Report;
	¨	Covered Securities Transactions upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer;
	¨	Acquisitions of Covered Securities through gifts or bequests;
	¨	SEI Stock Purchase Plan and Stock Option Plan. Investment Vehicles (with the exception of the SIIT Large Cap Index Fund) do not hold SEI stock. Therefore, you do not have to pre-clear your transactions in SEI stock (even if executed outside an AIP) or your exercising of SEI stock options. These transactions must, however, be executed in compliance with SEI’s Insider Trading Policy, which is incorporated herein by reference;
	¨	SEI Funds. You are not required to pre-clear transactions in the SEI Funds as long as the trades are done through an account established at SEI Private Trust Company. Any SEI Fund trades done in a different channel must be pre-cleared.
	¨	SEI Capital Accumulation 401(k) Plan. You are not required to pre-clear transactions in the SEI Funds and Affiliated Mutual Funds in SEI’s Capital Accumulation 401(k) Plan.
	¨	The Compliance Team can grant exemptions from the personal trading restrictions in this Code (including preclearance obligations) upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. The Compliance Team must document all exemptions that it grants.

60-Day Limitation on Purchase and Sales (Short Swing Rule)

You may not profit from the purchase and sale or sale and purchase of a Covered Security in which you have a beneficial ownership interest within 60 calendar days of acquiring or disposing of that Covered Security, including short-term securities (e.g. options on equity securities). This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indices or U.S. Government securities. This prohibition also does not apply to transactions in the SEI Funds, which are separately covered under the “Excessive Trading of Shares of the SEI Funds” section of this Code.

Blackout Periods on Purchases and Sales

Access Persons may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security is being purchased or sold by any Investment Vehicle for which SIDCO serves as principal underwriter. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

VI.       EXCEPTION TO REPORTING REQUIREMENTS

An Access Person who is subject to the Code of Ethics of an affiliate of SIDCO (“Affiliate Code”), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements listed in the sub-sections of Item 9 above, will not be required to submit such reports under this Code.

GLOSSARY

Access Persons are defined 1) any director, officer or employee of SIDCO who serves as a director or officer of an Investment Vehicle for which SIDCO serves as principal underwriter; (2) any director or officer of SIDCO who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by an Investment Vehicle for which SIDCO serves as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Vehicle regarding the purchase or sale of a Covered

Affiliated Funds – As of the date of this Code, affiliated funds include the following fund families:

	¨	SEI Daily Income Trust
	¨	SEI Tax Exempt Trust
	¨	SEI Institutional Managed Trust
	¨	SEI Institutional International Trust
	¨	The Advisors' Inner Circle Fund
	¨	The Advisors' Inner Circle Fund II
	¨	Bishop Street Funds
	¨	SEI Asset Allocation Trust
	¨	SEI Institutional Investments Trust
	¨	City National Rochdale Funds (f/k/a CNI Charter Funds)
	¨	Causeway Capital Management Trust
	¨	SEI Offshore Opportunity Fund II
	¨	ProShares Trust
	¨	Community Capital Trust (f/k/a Community Reinvestment Act Qualified Investment Fund)
	¨	SEI Offshore Advanced Strategy Series SPC
	¨	SEI Structured Credit Fund, LP
	¨	Global X Funds
	¨	ProShares Trust II
	¨	SEI Special Situations Fund
	¨	Exchange Traded Concepts Trust (f/k/a FaithShares Trust)
	¨	Schwab Strategic Trust
	¨	RiverPark Funds Trust
	¨	Adviser Managed Trust
	¨	SEI Core Property Fund
	¨	New Covenant Funds
	¨	Highland Funds I (f/k/a Pyxis Funds I)
	¨	KraneShares Trust
	¨	SEI Insurance Products Trust
	¨	The KP Funds
	¨	The Advisors’ Inner Circle Fund III
	¨	SEI Catholic Values Trust
	¨	SEI Hedge Fund SPC
	¨	SEI Energy Debt Fund
	¨	Gallery Trust
	¨	Schroder Series Trust
	¨	Schroder Global Series Trust

	¨	City National Rochdale Select Strategies Fund
	¨	Metaurus Equity Component Trust
	¨	Impact Shares Trust
	¨	City National Rochdale Strategic Credit Fund
	¨	Symmetry Panoramic Trust
	¨	Frost Family of Funds
	¨	All other registered investment companies (funds) for which SIDCO serves as distributor

Automatic Investment Program (“AIP”) – A program in which regular periodic payments (or withdrawals) are made automatically in (or from) investment accounts in accordance with a pre-determined schedule and allocation, including a dividend reinvestment plan.

Client – Any client of SIDCO who has entered into a contractual arrangement with SIDCO, including, but not limited to, individuals, institutions and Investment Vehicles.

Covered Securities Transaction – The purchase or sale of (or any other transaction in) a Covered Security, including the writing of an option to purchase or sell a Covered Security.

Covered Security – A Covered Security is any U.S. security except:

	¨	Direct obligations of the U.S. government;
	¨	Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
	¨	Annuity Plans;
	¨	Shares issued by money market funds;
	¨	Shares issued by open-end funds that are not Affiliated Mutual Funds; and
	¨	Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds other than Affiliated Mutual Funds.

By way of example, a Covered Security may include a crowdfunded securities offering; note; stock; closed-end fund; exchange traded fund (“ETF”); commodity interests; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; pre-organization certificate of subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, any interest or instrument commonly known as a security; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

Discretionary Account – An account or blind trust in which you give Financial Institution discretion as to the purchase or sale of securities or commodities, including selection, timing, and price to be paid or received. By so doing, you empower the Financial Institution to buy and sell without your prior knowledge or consent, although you may set broad guidelines for managing the account (e.g., limiting investments in blue chip stocks or banning investment in “sin” stocks). In order to be considered a Discretionary Account, you must not:

	¨	Suggest purchases or sales of investments to the trustee or Financial Institution;
	¨	Direct purchases or sales of investments;
	¨	Provide final approval of purchases or sales of investments prior to a transaction (this is different than approving an investment strategy or goal with your Financial Institution); or
	¨	Consult with the trustee or Financial Institution as to the particular allocation of investments to be made in the account

If you have questions about whether your account is considered a Discretionary Account, please contact the A Compliance Team Transactions in securities in Discretionary Accounts qualify for the reporting exception in Section II.

Financial Institution – A broker-dealer, investment advisor, bank or other financial entity.

Immediate Family – A member of your immediate family includes your spouse or domestic partner, minor children, dependents and other relatives who share the same residence with you or any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

An Access Person’s IPO purchase raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors.

Investment Vehicle – Any registered investment company, unregistered product or other asset management account for which SIDCO services as underwriter for the investment vehicle.

Limited Offering/Private Placement – A transaction that may occur outside normal market facilities or outside a securities brokerage account and includes, but is not limited to: private placements, unregistered securities, private partnerships and investment partnerships.

Personal Securities Account (“PSA”) – Any personal account that may contain Covered Securities in which you have a Beneficial Ownership Interest or which permits you to transact in such securities. This includes accounts maintained with Financial Institutions (in your name or an Immediate Family members name) over which you maintain direct or indirect control or investment discretion. It also includes any trust for which you are a trustee or from which you benefit directly or indirectly and any partnership (general, limited or otherwise) of which you are a general partner or a principal of the general partner. For the avoidance of doubt, Discretionary Accounts are Personal Securities Accounts and must be reported.

SEI – Refers to SEI Investments Company, the parent company of SIDCO.

SIDCO – Refers to SEI Investments Distribution Co.

Compliance Team – SIDCO’s Chief Compliance Officer and supporting personnel and designees.

FIS Protegent PTA (“PTA”) – SEI’s electronic personal trading system and vendor.

Exhibit 99.B(p)(4)

SEI Investments Global Funds Services

Code of Ethics

NOTE:

This document is very important. Please take the time to read it thoroughly before you submit the required annual certification.

Any questions regarding this Code of Ethics should be referred to a member of the SEI Compliance Department. See page 2 for more information.

A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.

Table of Contents

GENERAL POLICY	2

CODE OF ETHICS	3

Employee Categories	3

Prohibitions and Restrictions against Fraud, Deceit and Manipulation	3

Excessive Trading of Mutual Fund Shares	3

Additional Restrictions and Requirements	4

Reporting Requirements	4

Detection and Reporting of Code Violations	5

Violations of the Code of Ethics	6

Confidential Treatment	6

Recordkeeping	7

Definitions Applicable to the Code of Ethics	7

Exhibit 1A	9

Exhibit 1B	10

Exhibit 3	11

Exhibit 4	12

GENERAL POLICY

SEI Investments Global Funds Services (“SIGFS”) provides fund accounting and administration services to investment companies that are registered under the Investment Company Act of 1940. In addition, certain employees of SEI or their affiliates serve as directors and/or officers of certain Investment Vehicles. As used herein, “Investment Vehicle” refers to any registered investment company for which SEI provides fund administration or accounting services. This Code of Ethics (“Code”) sets forth the procedures and restrictions governing the personal securities transactions for SEI personnel.

SEI has a highly ethical business culture and expects that all personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SEI personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm’s clients.

Pursuant to this Code, certain SEI personnel, their family members, and other persons associated with SIGFS will be subject to various requirements for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

Each person subject to this Code must read and retain a copy of this Code and agree to abide by its terms. Failure to comply with the provisions of this Code may result in the imposition of serious sanctions, including, but not limited to, disgorgement of profits, penalties, dismissal, substantial personal liability and/or referral to regulatory or law enforcement agencies.

Please note that all SEI personnel are also subject to the Code of Conduct of SEI Investments Company, which is the parent company of SIGFS. The requirements and limitations of this Code of Ethics are in addition to any requirements or limitations contained in the Code of Conduct. In addition, employees of SIGFS are subject to all other applicable compliance policies and procedures adopted by those entities. All employees are required to comply with federal securities laws.

Any questions regarding this Code of Ethics should be directed to a member of the SEI Compliance Department or by calling 1-877-705-2579 or via email at the email address [email protected].

CODE OF ETHICS

This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 (“the 1940 Act”), as amended, and Rule 17j-1 there under, as amended, to the extent applicable to SEI’s role as fund accountant and administrator to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such accounts. Certain SEI personnel will be subject to various requirements based on their responsibilities within SEI and accessibility to certain information. Those functions are set forth in the categories below.

Employee Categories

•

Access Person: (A) Any director, officer or employee of SEI or their affiliates who serves as a director or officer of an Investment Vehicle; and (B) Any director, officer or employee of SEI who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding recommendations to an Investment Vehicle with regard to the purchase or sale of Covered Securities, or obtains prior or contemporaneous information regarding the purchase or sale of Covered Securities by an Investment Vehicle.

•

Administration Personnel: Any director, officer or employee of SEI whose principal function or duties relate to the provision of fund accounting or fund administration services by SEI to any Investment Vehicle, and who is not an Access Person.

Prohibitions and Restrictions against Fraud, Deceit and Manipulation

Access Persons and Administration Personnel may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle:

•

employ any device, scheme or artifice to defraud the Investment Vehicle for which SEI provides fund accounting or administration services;

•

make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

•

engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or

•

engage in any manipulative practice with respect to the Investment Vehicle.

Excessive Trading of Mutual Fund Shares

Access Persons and Administration Personnel may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles, except for money market funds. Exhibit 4 hereto provides a list of the Investment Vehicles for which SEI provides such services. For purposes of this section, a person’s trades shall be considered “excessive” if made in violation of any stated policy in the fund’s prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

Additional Restrictions and Requirements

•

Access Persons must obtain approval from the Compliance Department before acquiring Beneficial Ownership of any securities offered in connection with an IPO or a Private Placement.

•

The SEI Compliance Officer or designated representative of the SEI Compliance Department may authorize an AccessPerson to conduct the requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the requesting person’s work role, the size and holding period of the requesting person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting person’s requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization.

Transactions that do not have to be reported:

	•	purchases or sales over which the person pre-clearing the transactions (the “Pre-clearing Person”) has no direct or indirect influence or control;

	•	purchases, sales or other acquisitions of Covered Securities which are non-volitional on the part of the Pre-clearing Person or any Investment Vehicle, such as purchases or sales upon exercise

	•	or puts or calls written by Pre-clearing Person, sales from a margin account pursuant to a bonafide margin call, stock dividends, stock splits, mergers consolidations, spin-offs, or other similar corporate reorganizations or distributions;

	•	purchases or withdrawals made pursuant to an Automatic Investment Program; however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be reported in a quarterly transaction report;

	•	purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer; and

•

acquisitions of Covered Securities through gifts or bequests.

Reporting Requirements

Access Persons must disclose any Personal Securities Accounts (PSAs) that may contain Covered Securities in which the Access Person(s) have Beneficial Ownership Interest, including any Discretionary Accounts. All certifications are completed via the FIS Protegent PTA System (PTA). The content of such Certifications will comply with the requirements. Completed Certifications will be managed and reviewed by the Compliance Department.

•

Initial Reporting: Complete the Initial Broker Accounts and Initial Holdings Certification within 10 calendar days of the hire/transfer date.

•

Quarterly Reporting: Complete the Quarterly Accounts and Transaction Certifications within 30 calendar days of the end of each quarter.

•

Annual Reporting: Complete the Annual Holdings Certifications and Annual Disclosure Information Document within 30 days after the calendar year ends.

All information submitted must be current within 45 calendar days prior to the date of the Certification. New accounts are required to be input into PTA.

•

Electronic Data Feeds: The Compliance Department will link the account by an electronic data feed via PTA.

•

Manual Statements (non-Electronic Data Feeds): The transactions in accounts for which no electronic data feed is available must be manually entered into PTA. Manual statement(s) must also be uploaded to PTA via the “Add Statement” button on a quarterly basis. A sample letter instructing the broker/dealer firms to send the statements to SEI is included as Exhibit 1A of this Code. If the broker/dealer requires a letter authorizing an SEI employee to open an account, a sample of that type of permission letter may also be found in Exhibit 1B. Please complete the necessary brokerage information and forward a signature ready copy to the SEI Compliance Officer.

Note: For purposes of the reporting obligations below, please keep in mind that, in addition to other investment companies for which we provide services, the SEI Funds (excluding money market funds) meet the definition of Reportable Funds and, therefore, are Covered Securities. Trades in SEI Funds transacted through the SEI Capital Accumulation (401(k)) Plan and trades transacted through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code. You do not need to report separately with respect to those accounts. However, any trades in SEI Funds transacted in a different channel must be reported to the SEI Compliance Officer or the designated representative of the

Exception to Reporting Requirements

An Access Person who is subject to the Code of Ethics of an affiliate of SEI (“Affiliate Code”), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements of paragraphs 1 through 4 above, will not be required to submit such reports under this Code.

Detection and Reporting of Code Violations

The SEI Compliance Officer or designated representative of the SEI Compliance Department will:

•

review the personal securities transaction reports or duplicate statements filed by Access Persons and compare the reports or statements of the Investment Vehicles’ completed portfolio transactions. The review will be performed on a quarterly basis. If the SEI Compliance Officer or the designated representative of the SEI Compliance Department determines that a compliance violation may have occurred, the Officer will give the person an opportunity to supply explanatory material;

•

prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of

•

any Investment Vehicle that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SEI has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code;

•

prepare a written report to SEI management outlining any violations of the Code together with recommendations for the appropriate penalties; and

•

prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to approve such a purchase.

An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy, and any concern about retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action.

Violations of the Code of Ethics

Penalties

Persons who violate the Code of Ethics may be subject to serious penalties, which may include:

•

written warning;

•

reversal of securities transactions;

•

restriction of trading privileges;

•

disgorgement of trading profits;

•

fines;

•

suspension or termination of employment; and/or

•

referral to regulatory or law enforcement agencies.

Penalty Factors

Factors which may be considered in determining an appropriate penalty include, but are not limited to:

•

the harm to clients;

•

the frequency of occurrence;

•

the degree of personal benefit to the employee;

•

the degree of conflict of interest;

•

the extent of unjust enrichment;

•

evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

•

the level of accurate, honest and timely cooperation from the employee.

Confidential Treatment

The SEI Compliance Officer or designated representative from the SEI Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However,

such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SEI as necessary to evaluate compliance with or sanctions under this Code.

Recordkeeping

•

SEI will maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

•

A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.

•

A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

•

A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

•

A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.

Definitions Applicable to the Code of Ethics

•

Account - a securities trading account held by a person and by any such person's spouse, minor children and adults residing in his or her household (each such person, an "immediate family member"); any trust for which the person is a trustee or from which the person benefits directly or indirectly; any partnership (general, limited or otherwise) of which the person is a general partner or a principal of the general partner; and any other account over which the person exercises investment discretion.

•

Automatic Investment Plan – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

•

Beneficial Ownership – Covered Security ownership in which a person has a direct or indirect financial interest. Generally, a person will be regarded as a beneficial owner of Covered Securities that are held in the name of:

•

a spouse or domestic partner;

•

a child residing at home or attending college;

•

a relative who resides in the person’s household; or

•

any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

•

Covered Security – except as noted below, includes any interest or instrument commonly known as a "security", including notes, bonds, stocks (including closed-end funds), debentures, convertibles, preferred stock, security future, warrants, rights, and any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities. Reportable Funds (which include SEI Funds) are “Covered Securities.” See the definition of Reportable Funds below. A “Covered Security” does not include (i) direct obligations of the U.S. Government, (ii) bankers' acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market funds and (vi) shares issued by open-end investment companies other than a Reportable Fund.

•

Initial Public Offering – an offering of securities for which a registration statement has not been previously filed with the U.S. SEC and for which there is no active public market in the shares.

•

Investment Vehicle – a registered investment company for which SEI provides fund administration or accounting services. A list of Investment Vehicles is provided as Exhibit 4 hereto. Please note that this list includes the SEI Funds.

•

Purchase or Sale of a Covered Security – includes the writing of an option to purchase or sell a security.

•

Reportable Fund – Any Investment Vehicle other than a money market fund.

Exhibit 1A

Sample Account Opening Letters to Brokers/Dealers
(Sent Directly by Employee)

Date:

Your Broker

street address

city, state zip code

Re: Your Name, account #

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Global Funds Services. Please send duplicate statements only of this brokerage account to the attention of:

SEI Investments Global Funds Services

Attn: The Compliance Department

One Freedom Valley Drive

Oaks, PA 19456

This request is made pursuant to SEI’s Code of Ethics. Thank you for your cooperation.

Sincerely,

Your name

Exhibit 1B

Sample Account Opening Letters to Brokers/Dealers
(Sent by SEI)

Date:

[Address]

Re: Employee Name, Account #

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI Investments Global Funds Services. We grant permission for him/her to open a brokerage account with your firm, provided that you agree to send duplicate statements only of this employee’s brokerage account to:

SEI Investments Global Funds Services

Attn: The Compliance Department

One Freedom Valley Drive

Oaks, PA 19456

This request is made pursuant to SEI’s Code of Ethics. Thank you for your cooperation.

Sincerely,

SEI Compliance Officer

Exhibit 3

SEI Investments Global Funds Services

Rule 17j-1 Code of Ethics

Annual Compliance Certification

1. I hereby acknowledge receipt of a copy of the Code of Ethics.

2. I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SEI Compliance Officer and have received a satisfactory response[s].

3. For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year.

Print Name:

Signature:

Date:

Received by SEI:

Note – This form is only required to be signed if the recipient was not able to electronically certify that he/she has read and understood the code of ethics by using the voting buttons on the e-mail that typically accompanies this document.

Exhibit 4

Investment Vehicles as of October 31, 2021

The Advisors’ Inner Circle Fund:

Acadian Emerging Markets Portfolio

Cambiar Funds

CIBC Atlas Funds

Edgewood Growth Fund

Hamlin High Dividend Equity Fund

Harvest Asian Bond Fund

Haverford Quality Growth Stock Fund

Loomis Sayles Full Discretion Institutional

Securitized Fund

LSV Funds

McKee International Equity Portfolio

Rice Hall James Funds

Sands Capital Global Growth Fund

Sarofim Equity Fund

Sprucegrove International Equity Fund

TS&W Equity Portfolio

The Advisors’ Inner Circle Fund II Fund:

Cardinal Small Cap Value Fund

Champlain Funds

Frost Funds

Kopernik Funds

Reaves Utilities and Energy

Infrastructure Fund

RQSI GAA Systematic Global Macro

Fund

Westfield Capital Dividend Growth Fund

Bishop Hawaii Municipal Bond Fund

The Advisors’ Inner Circle Fund III Fund:

Aperture Funds

ARGA Funds

Chevy Chase Thematic Equity Fund

Delaware Wilshire Private Market Fund

Democracy International Fund

Democratic Large Cap Core ETF

First Foundation Funds

FS Chiron Funds

GQG Funds

KBI Global Investors Aquarius Fund

Knights of Columbus Funds

Legal & General Long Duration U.S. Credit

Fund

Mesirow Financial Funds

MetLife Investment Management, LLC Core

Plus Fund

Mondrian Funds

Nicholas Partners Small Cap Growth Fund

Ninety One Funds

Penn Mutual Funds

Pinebridge Dynamic Asset Allocation

Rayliant Quantamental China Equity ETF

RWC Global Emerging Equity Fund

SouthernSun Funds

Affiliated Funds:

New Covenant Funds

SEI Catholic Values Trust

SEI Daily Income Trust

SEI Institutional International Trust

SEI Institutional Investments Trust

SEI Institutional Managed Trust

SEI Tax Exempt Trust

Adviser Managed Trust

SEI Structured Credit Fund, L.P.

Unaffiliated Funds:

Causeway Capital Management Trust

City National Rochdale Funds

Community Capital Trust

Exchange Traded Concepts ETF Funds

Global-X ETF Funds

Highland ETF Funds

Highland Funds Trust

Impact Shares

KraneShares Funds and ETF

River Park Funds

Symmetry Funds

Conversus Stepstone Private Markets Fund

The Community Development Fund

Registered Hedge Funds:
Mellon Optima L/S Strategy Fund

Exhibit 99.B(p)(5)

Business Policy: Allspring Global Investments Code of Ethics

Allspring Global Investments Code of Ethics

Purpose

Allspring Global Investments has adopted this Code pursuant to Rule 17j-1 under the 1940 Act, Financial Industry Regulatory Authority (“FINRA”) Rules 3110, 3210, 3280, and Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 204A-1 thereunder. This Code establishes standards of business conduct and outlines the policies and procedures that Reporting Persons (as defined in Appendix A) must follow to prevent fraudulent, manipulative or improper practices or transactions. This Code is maintained and enforced by the ` Chief Compliance Officer (“CCO”), the Code of Ethics Team Manager (“Code Manager”), and the Code of Ethics Team (“Code Team”) within Allspring Global Investments.

Areas Primarily Affected

This Allspring Global Investments Code of Ethics (the, or this “Code”) applies to employees, directors, and officers of the following entities, which entities may be referred to collectively herein as “Allspring Global Investments”:

1. Allspring Global Investments, LLC, a Securities and Exchange Commission (“SEC”) registered investment adviser based in San Francisco, California.

2. Allspring Global Investments (UK) Limited, an SEC and FCA registered investment adviser based in London, England.

3. Allspring Funds Management, LLC (“Allspring Funds Management”), an SEC registered investment adviser that is a wholly owned subsidiary of Allspring Global Investments Holdings, LLC primarily based in San Francisco, California.

4. Allspring Funds Distributor, LLC (“the Distributor” or “Allspring Funds Distributor”), a limited purpose broker-dealer, registered with and regulated by Financial Industry Regulatory Authority (“FINRA”) and the SEC that is a wholly owned subsidiary of Allspring Global Investments Holdings, LLC primarily based in San Francisco, California.

5. Allspring Global Investments Luxembourg S.A., is a Luxembourg management company authorized by the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”) pursuant to chapter 15 of the Law of 17 December 2010 relating to undertakings for collective investment, as may be amended from time to time (“Law of 2010”), managing Undertakings for Collective Investment in Transferable Securities (“UCITS”) governed by Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities, as may be amended from time to time (“UCITS Directive”).

1. Overview

1.1 Code of Ethics

Allspring Global Investments has adopted this Code pursuant to Rule 17j-1 under the 1940 Act, Financial Industry Regulatory Authority (“FINRA”) Rules 3110, 3210, 3280, and Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 204A-1 thereunder. This Code establishes standards of business conduct and outlines the policies and procedures that Reporting Persons (as defined in Appendix A) must follow to prevent fraudulent, manipulative or improper practices or transactions. This Code is maintained and enforced by the Allspring Global Investments Chief Compliance Officer (“CCO”), the Code of Ethics Team Manager (“Code Manager”), and the Code of Ethics Team (“Code Team”) within Allspring Global Investments. Note: See the Definitions located in Appendix A for definitions of capitalized terms that are not otherwise defined in the Code.

Page 1 of 21

Business Policy: Allspring Global Investments Code of Ethics

1.2 Standards of Business Conduct

Reporting Persons must always observe the highest standards of business conduct and follow all applicable laws and regulations. Reporting Persons may never:

Use any device, scheme or artifice to defraud a client;

Make any untrue statement of a material fact to a client or mislead a client by omitting to state a material fact;

Engage in any act, practice or course of business that would defraud or deceive a client;

Engage in any manipulative practice with respect to a client;

Engage in any inappropriate trading practices, including price manipulation; or

Engage in any transaction or series of transactions that may give the appearance of impropriety.

This Code does not attempt to identify all possible fraudulent, manipulative or improper practices or transactions, and literal compliance with each of its specific provisions will not shield Reporting Persons from liability for personal trading or other conduct that violates a fiduciary duty to clients.

1.3 Applicability of this Code of Ethics

“Reporting Persons” are subject to all provisions of this Code, except for Section 2.5.B. “Investment Professionals” are subject to all provisions of this Code, including Section 2.5.B. Please refer to Appendix A for the definitions of these terms. If you have any questions regarding whether you are a Reporting Person or an Investment Professional, please contact the Code Manager or Code Team. Compliance maintains a shared mailbox ([email protected]) for requests, assistance, and ad-hoc issues.

Important Note: All references to “Reporting Persons” and “Investment Professionals” in the guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members (as defined in Appendix A) of such persons. “You” or “your” should be interpreted to refer, as the context requires, to Reporting Persons or Investment Professionals and/or the Immediate Family Members of such persons.

1.4 Reporting Person Duties

As a Reporting Person, you are expected to:

Be ethical;

Act professionally;

Exercise independent judgment;

Comply with all applicable Federal Securities Laws;

Avoid, mitigate or appropriately resolve conflicts of interest, and situations which create the perception of a conflict of interest. A conflict of interest exists when financial or other incentives motivate a Reporting Person to place their or Allspring’s interest ahead of an Allspring Global Investments client. For more information on conflicts of interest, see the Allspring Conflicts of Interest Policy and Section 2.1 of this Code;

Promptly report violations or suspected violations of the Code and/or any Allspring Global Investments compliance policy to the relevant CCO or Allspring Global Investments Compliance Department; and

Cooperate fully, honestly and in a timely manner with any relevant CCO or Allspring Global Investments Compliance Department investigation or inquiry.

Reporting Persons are required to submit all requests and reports to the Code Team via the FIS Protegent PTA (“PTA”) transaction monitoring system (“TMS”).

In addition to PTA, Reporting Persons can utilize the shared Compliance mailbox ([email protected]) for requests, assistance and ad-hoc issues.

Training for PTA will be provided to Reporting Persons by the Code Team.

Outside Business Activity requests require approval prior to starting the activity. Requests are submitted through Protegent PTA. All reporting persons that are associated with Allspring Funds Distributor must follow the reporting requirements through the regulatory education system.

Page 2 of 21

Business Policy: Allspring Global Investments Code of Ethics

All Reporting Persons, as a condition of employment, must acknowledge in writing (or electronically) receipt of this Code and certify, within 30 calendar days of becoming subject to the Code and annually thereafter, that they have read, understand, and will comply with the Allspring Global Investments Code. Violations of the Code may result in disciplinary actions, including disgorgement, fines and even termination, as determined by the Code Manager and/or senior management.

In addition to this Code, Reporting Persons must comply with separate personal conduct policies (located on Allspring Connect) regarding the following:

Allspring Global Investments Conflicts of Interest and Outside Business Activities; - Allspring Global Investments Firewall Compliance;

Allspring Global Investments Information Barriers & Non-Public Information Compliance Policy; - Allspring Global Investments Gifts and Entertainment; and

Allspring Global Investments Political Contributions and Solicitation of Contributions and Payments.

All Reporting Persons must disclose if they or an Immediate Family Member (i) have a beneficial financial interest in, or (ii) act as a proprietor, partner, member, director, trustee, officer, employee or consultant of a Allspring Global Investments competitor, vendor, service provider, broker, intermediary or client, or a company seeking to become one.

All Reporting Persons must disclose if they or an Immediate Family Member (i) have a beneficial financial interest in, or (ii) act as a proprietor, partner, member, director, trustee, officer, or employee with access to material non-public information of a company or organization with publicly-traded debt or equity.

The Code and your fiduciary obligations generally require you to put the interests of Allspring Global Investments clients ahead of your own. The Code Manager and/or any relevant CCO may review and take appropriate action concerning instances of conduct that, while not necessarily violating the letter of the Code, give the appearance of impropriety. Note: See Appendix B for Relevant Compliance Department Staff list.

1.5 Reporting Persons’ Obligation to Report Violations

Reporting Persons are expected to report any concerns regarding ethical business conduct, suspected or actual violations of the Code, or any non-compliance with applicable laws, rules, or regulations to the Code Manager or to a member of the Allspring Global Investments Compliance Department. Reporting Persons may instead contact the Ethics Line where a report can be made anonymously. Reports will be treated confidentially to the extent reasonably possible and will be investigated promptly and appropriately. No retaliation may be taken against a Reporting Person for providing information in good faith about such violations or concerns.

Examples of violations or concerns that Reporting Persons are expected to report include, but are not limited to:

Fraud or illegal acts involving any aspect of our business;

Concerns about accounting, auditing, or internal accounting control matters; - Material misstatements in reports;

Any activity that is prohibited by the Code; and

Deviations from required controls and procedures that safeguard clients, and Allspring Global Investments.

1.6 Allspring Global Investments’ Duties and Responsibilities to Reporting Persons

To help Reporting Persons comply with this Code, the Code Manager will:

	-	Identify and maintain current listings of Reporting Persons and Investment Professionals;
	-	Notify Reporting Persons and Investment Professionals in writing of their status as such and the Code requirements;

Page 3 of 21

Business Policy: Allspring Global Investments Code of Ethics

Make a copy of the Code available and require initial and annual certifications that Reporting Persons have read, understand, and will comply with the Code;

Make available a revised copy of the Code if there are any amendments to it (and, to the extent possible, prior to their effectiveness) and require Reporting Persons to certify in writing (or electronically) receipt, understanding, and compliance with the revised Code;

Periodically compare reported Reportable Personal Securities Transactions with portfolio transaction reports of the Allspring Global Investments Accounts. Before Allspring Global Investments determines if a Reporting Person has violated the Code on the basis of this comparison, the Code Team will give the Reporting Person an opportunity to provide an explanation;

From time to time, provide training sessions to facilitate compliance with and understanding of the Code and keep records of such sessions and the Reporting Persons in attendance; and

Review the Code at least once a year to assess its adequacy and effectiveness.

1.7 Annual Reports and Certifications

No less frequently than annually, the relevant CCO or his or her designee shall submit to the Allspring Funds Management and the Allspring Funds Distributor Boards of Trustees (collectively, the “Boards”) a written report on behalf of the Covered Companies:

Describing any issues arising under the Code relating to the particular Covered Company since the last report to the Boards, including, but not limited to, information about material violations of or waivers from the Code and any sanctions imposed in response to material violations, and

Certifying that the Code contains procedures reasonably necessary to prevent Reporting Persons from violating it.

1.8 Recordkeeping

This Code, a record of each violation of the Code and any action taken as a result of the violation, a copy of each report and certification/acknowledgment made by a Reporting Person pursuant to the Code, lists of all persons required to make and/or review reports under the Code, and a copy of any pre-clearance given or requested pursuant to Section 3 of the Code shall be preserved with the applicable Covered Company’s records, as appropriate, for the periods and in the manner required by the rules noted in Section 1.1 above. To the extent appropriate and permissible, these records may be kept electronically.

2. Reportable Personal Securities Transactions

2.1 Resolving Conflicts of Interest

When engaging in Reportable Personal Securities Transactions, there might be conflicts between the interests of an Allspring Global Investments client or a Allspring Global Investments Account and a Reporting Person’s personal interests. Any conflicts that arise in connection with such Reportable Personal Securities Transactions must be resolved in a manner that does not inappropriately benefit the Reporting Person or adversely affect Allspring Global Investments clients or Allspring Global Investments Accounts. Reporting Persons shall always place the financial interests of the Allspring Global Investments clients and Allspring Global Investments Accounts before personal financial and business interests.

Examples of inappropriate resolutions of conflicts are:

Taking an investment opportunity away from a Allspring Global Investments Account to benefit a portfolio or personal account in which a Reporting Person has Beneficial Ownership;

Using your position to take advantage of available investments for yourself;

Front running a Allspring Global Investments Account by trading in Securities (or Equivalent Securities) ahead of the Allspring Global Investments Account;

Taking advantage of information or using Allspring Global Investments Account portfolio assets to affect the market in a way that personally benefits you or a portfolio or personal account in which you have Beneficial Ownership; and

Engaging in any other behavior determined by the CCO to be, or to have the appearance of, an inappropriate resolution of a conflict.

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2.2 Reporting Reportable Personal Securities Accounts and Transactions

Reporting Persons must report all Reportable Personal Securities Accounts (see definitions in Appendix A) to the Code Team via the applicable TMS (see Section 1.4) along with the Reportable Personal Securities holdings and transactions of Reportable Personal Securities Transactions in those accounts. Reportable Personal Securities Accounts include accounts of Immediate Family Members and accounts in which a Reporting Person is a Beneficial Owner. There are three types of reports: (1) an initial holdings report that is filed upon becoming a Reporting Person or establishing any Reportable Personal Securities Account, (2) a quarterly transaction report, and (3) an annual holdings report.

Each broker-dealer, bank, or fund company, where a Reporting Person has a Reportable Personal Securities Account will receive a request for the Allspring Global Investments Compliance Department to receive copies of all account statements and confirmations from such accounts. The Code Team will make this request after the accounts are reported via the TMS. All accounts that have the ability to hold Reportable Securities must be included even if the account does not have holdings of Securities at the time of reporting.

1. Initial Holdings Report. Within 10 business days of becoming a Reporting Person:

All Reportable Personal Securities Accounts and Managed Accounts, including broker name and account number information must be reported by each Reporting Person to the Code Team via the TMS.

A recent statement (electronic or paper) for each Reportable Personal Securities Account and Managed Account must be submitted by each Reporting Person to the Code Team.

All holdings of Reportable Securities in Reportable Personal Securities Accounts and Managed Accounts must be inputted by each Reporting Person into an Initial Holdings Report via the applicable TMS. The information in the report must be current as of a date no more than 45 calendar days prior to the date of becoming a Reporting Person.

2. Quarterly Transactions Reports. Within 30 calendar days of each calendar quarter end:

Each Reporting Person must supply to the Code Team a report via the TMS showing all Reportable Securities trades made in the Reporting Person’s Reportable Personal Securities Accounts during the quarter. A request for this report will be generated by the TMS with notification of due dates sent to Reporting Persons via email and a report must be submitted by each Reporting Person even if there were not any Reportable Securities trades transacted during the quarter.

Each Reporting Person must certify as to the correctness and completeness of this report.

This report and certification must be submitted to the Code Team by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday.

Managed Accounts are not subject to the quarterly transactions reports requirement.

3. Annual Holdings Reports. Within 30 calendar days of each calendar year end:

All holdings of Reportable Securities in all Reportable Personal Securities Accounts must be reported by each Reporting Person to the Code Team via the TMS. The information in the report must be current as of a date no more than 45 calendar days prior to when you submit the report.

Each Reporting Person must certify as to the correctness and completeness of this report.

This report and certification must be submitted to the Code Team by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday.

Managed Accounts are not subject to the annual holdings report requirement.

Any report under this Section may contain a statement that the report shall not be construed as an admission by the Reporting Person making such a report that he or she has any direct or indirect Beneficial Ownership in the Reportable Securities to which the report relates.

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2.3 New Accounts

Each Reporting Person must submit a request for pre-approval of a Reportable Personal Securities Account or Managed Account (including those of Immediate Family Members) to the Code Team within 10 business days of receiving the account number or prior to executing a transaction requiring preclearance, whichever occurs first. All new accounts opened are required to be at one of the approved brokers on the Allspring Global Investments Approved Broker List. This requirement is not applicable to Managed Accounts. In addition, pursuant to FINRA Rule 3210, all Reporting Persons that are associated with Allspring Funds Distributor (including those accounts where Reporting Persons have a beneficial interest) must obtain prior approval from Allspring Global Investments Code of Ethics Compliance Team prior to opening a Reportable Personal Securities Account or Managed Account (including those of Immediate Family Members) at another broker dealer. This FINRA rule does not apply to the following types of accounts:

Accounts that exclusively hold unit investment trusts;

Accounts that exclusively hold municipal fund securities;

Qualified tuition programs (529 accounts); and

Non-Reportable Accounts and accounts that exclusively hold non-reportable securities.

2.4 Confidentiality

Allspring Global Investments will use reasonable efforts to ensure that the reports submitted to the Code Team as required by this Code are kept confidential. Reports required to be submitted pursuant to the Code will be selectively reviewed by members of the Code Team and possibly senior executives or legal counsel on a periodic basis to seek to identify improper trading activity or patterns of trading and to otherwise seek to verify compliance with this Code. Data and information may be provided to Reportable Fund officers and trustees and will be provided to government authorities upon request or others if required to do so by law or court order.

2.5 Trading Restrictions and Prohibitions

A. Reporting Persons. All Reporting Persons (including Investment Professionals) and their Immediate Family Members must comply with the following trading restrictions and prohibitions:

All Reporting Persons must pre-clear transactions of certain Reportable Securities in Reportable Personal Security Accounts, (including those of Immediate Family Members and accounts for which the Reporting Person is a Beneficial Owner) as described in the table that follows in Section 2.7.

60-Day Holding Period for Reportable Fund Shares (open-end and closed-end) Except as noted below, Reporting Persons are required to hold shares of most of the Reportable Funds for at least 60 days. This restriction applies without regard to tax lot considerations. Reporting Persons are prohibited from selling any Reportable Fund shares for 60 days from the date of the most recent purchase. If it is necessary to sell Reportable Fund shares before the 60-day holding period has passed, Reporting Persons must obtain advance written approval from the CCO or the Code Manager. The 60-day holding period does not apply to transactions pursuant to Automatic Investment Plans. The 60-day holding period does not apply to the Adjustable-Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund, Ultra Short-Term Municipal Income Fund, and the money market funds.

IPOs, Private Placements and Initial Coin Offerings

Reporting Persons are generally prohibited from purchasing shares in an IPO (an Initial Public Offering (as defined in Appendix A). Reporting Persons must get written approval from the Code Manager before acquiring shares in an IPO or selling shares that were acquired in an IPO prior to becoming a Reporting Person. Reporting Persons may, subject to pre-clearance requirements, purchase shares in a Private Placement or acquire virtual “coins” or “tokens” in an Initial Coin Offering (“ICO”) that is conducted as a Private Placement as long as the position will be less than a 10% voting interest in the issuer, or 10% of the ICO, and is otherwise permitted under the Policy on Directorships and Other Outside Employment as set forth in the Allspring Code of Ethics and Business Conduct.

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Reporting Persons who have been pre-cleared to purchase shares in a Private Placement or acquire virtual “coins” or “tokens” in a private placement that is an ICO must disclose that investment to the Code Team when they are involved in the subsequent consideration of an investment in the issuer, “coins” or “tokens” by Allspring Global Investments for a client, and Allspring Global Investments’ decision to purchase such Reportable Securities must be independently reviewed by Reporting Persons with no personal interest in the issuer, “coins” or “tokens”. To obtain pre-approval please complete the Private Securities Transaction Request Form in the applicable TMS’ noted in Section 1.4.

Exchange Traded Funds (“ETFs”)

All Reporting Persons must disclose and report all holdings in ETFs. However, purchases or sales of ETFs that follow the following broad-based indices do not require pre-clearance: Dow Jones Industrial Average, NASDAQ 100, Russell 2000, Russell 3000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, Deutscher Aktien Index (DAX 30), S&P/TSX 60, Wilshire 5000 and Nikkei 225. ETFs that do not follow these indices must be pre-cleared. See Appendix D for list of ETF’s that are not subject to preclearance or the 60 day holding period.

Allspring Closed-End Funds

Reporting Persons may not participate in a tender offer made by a closed-end Allspring Fund under the terms of which the number of shares to be purchased is limited to less than all of the outstanding shares of such closed-end Allspring Fund.

No Reporting Person may purchase or sell shares of any closed-end Allspring Fund within 60 days of the later of:

The initial closing of the issuance of shares of such fund; or

The final closing of the issuance of shares in connection with an overallotment option.

Reporting Persons may purchase or sell shares of closed-end Allspring Funds only during the 10-day period following the release of dividend announcements to the public for such fund, which typically occurs on or about the first of the month. Certain Reporting Persons, who shall be notified by the Legal Department, are required to make filings with the SEC in connection with their purchases and sales of shares of closed-end Allspring Funds.

Investment Clubs

Reporting Persons may not participate in the activities of an Investment Club without the prior approval from the Code Team. Remember that guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members. Transactions for an Investment Club would need to be pre-cleared and reported as applicable.

Personal Transactions

Reporting Persons are prohibited from executing or processing through a Covered Company’s direct access software (TA2000 or any other similar software):

Reporting Persons’ own personal transactions;

Transactions for Immediate Family Members; or

Transactions for accounts of other persons for which the Reporting Person or his/her Immediate Family Member have been given investment discretion.

This provision does not exclude you from trading directly with a broker/dealer or using a broker/dealer’s software.

Attempts to Manipulate the Market

Reporting Persons must not execute any transactions intended to raise, lower, or maintain the price of any Reportable Security or to create a false appearance of active trading.

Excessive Trading

Excessive Trading in Reportable Personal Securities Accounts is strongly discouraged and Reportable Personal Securities Accounts will be monitored by the Code Team for Excessive Trading activity and may be reported to the relevant CCO. Additional restrictions may be imposed by the Code Team if Excessive Trading is noted in a Reportable Personal Securities Account.

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Currency Accounts (including Cryptocurrencies)

Reporting Persons do not need to report accounts established to hold foreign currency or cryptocurrencies, provided no Reportable Securities can be held in the account.

B. Investment Professionals. All Investment Professionals and their Immediate Family Members must comply with the following additional trading restrictions and prohibitions:

Investment Professionals’ trades are subject to a 15-day blackout restriction: There is a “15-day blackout” on inappropriate purchases or sales of Reportable Securities bought or sold by an Allspring Global Investments Account. This means that purchases and sales of a Reportable Security (or Equivalent Reportable Security) (“blackout security”) during the 7-day periods immediately preceding and immediately following the date the Allspring Global Investments Account trades in the blackout security (“blackout window”) are subject to review by the Code Team in order to determine if the purchase or sale is inappropriate. In such review, any Reportable Personal Securities Transactions in a blackout security during a blackout window will be evaluated and investigated by the Code Team based on each situation. This will include a review of the Investment Professional’s role within Allspring Global Investments and his or her reason(s) for buying or selling. Penalties on trades determined to have been inappropriate may range from no action to potential disgorgement of profits or payment of avoided losses (see Section 3 for Code violations and penalties) or more serious penalties. A blackout security that is inappropriately purchased during a blackout window may be subject to mandatory divestment. Similarly, inappropriate sales of a blackout security during a blackout window may subject the Investment Professional to penalties.

In the case of a purchase and subsequent mandatory divestment at a higher price, any profits derived upon divestment may be subject to disgorgement; penalties may include a requirement that disgorged profits be donated to charity, with no tax deduction claimed by the Investment Professional. In the case of a sale, penalties may include a requirement that an amount equal to the avoided loss be donated to charity, with no tax deduction claimed by the Investment Professional.

For example, if an Allspring Global Investments Account trades in a blackout security on July 7, July 15 (the 8th day following the trade date) would be the 1st day Investment Professionals may engage in a Reportable Personal Securities Transaction involving that blackout security. Any purchases and sales in the blackout security made on or after June 30 through July 14, even if pre-cleared, could be subject to mandatory divestment and/or penalties. Purchases and sales in the security made on or before June 29 (the 8th day before the trade date) would not be within the blackout window.

The Code Team has full discretion to determine whether any purchase or sale of a blackout security during a blackout window is “inappropriate” based on each situation.

Investment Professionals who are Research Analysts may not trade personally any Reportable Security that they cover until 2 business days after the publication of a research note.

2.6 How to Pre-Clear Reportable Personal Securities Transactions

Reporting Persons must follow the steps below to pre-clear trades for themselves and their Immediate

Family Members:

Request Authorization. A request for authorization of a transaction that requires pre-clearance must be entered using PTA (see Section 1.4). Email requests submitted to the respective mailbox noted in Appendix B will only be processed for those Reporting Persons who are on formal leave of absence or on paid time off (“PTO”). Reporting Persons may only request preclearance for market orders or same day limit orders. Verbal pre-clearance requests are not permitted.

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Have The Request Reviewed and Approved. After receiving the electronic request, PTA will notify Reporting Persons if the trade has been approved or denied. For Reporting Persons on leave of absence or PTO, email responses will be sent with the approval or denial.

Trading in Foreign Markets. A request for pre-clearance of a transaction in a local foreign market that has already closed for the day may be granted with authorization to trade on the following day because of time considerations. Approval will only be valid for that following trading day in that local foreign market.

Approval of Transactions

The Request May be Refused. The Code Manager may refuse to authorize a Reporting Person’s Reportable Personal Securities Transaction and need not give an explanation for the refusal. Reasons for refusing your Reportable Personal Securities Transactions may be confidential.

Authorizations Expire. Any transaction authorization is effective until the close of business of the same trading day for which the authorization is granted (unless the authorization is revoked earlier). If the order for the transaction is not executed within that period, you must obtain a new advance authorization before placing a new transaction order.

2.7 Summary of What Reporting Persons and their Immediate Family Need to Report Quarterly and Pre-Clear

The table below serves as a reference to use in determining what Reporting Persons need to report on quarterly transactions reports and must pre-clear when executing a trade. If you have questions about any types of Securities not shown below, please contact the Code Team per instructions located in Appendix B.	Report?	Pre-Clear?
Equity Securities	Yes	Yes
Corporate Debt Securities	Yes	Yes
Investment Trusts	Yes	Yes
Municipal Bonds	Yes	Yes
Options on Reportable Securities	Yes	Yes
Self-directed Reportable Securities transactions in Automatic Investment Plans	Yes	Yes
Virtual Coins or Tokens acquired through an Initial Coin Offering (“ICO”) or those acquired through a secondary token offering. (please refer to Section 2.5)	Yes	Yes
Closed-End Mutual Funds (affiliated and non-affiliated)	Yes	Yes
Private Placements (please refer to Section 2.5)	Yes	Yes
ETFs, including iShares, both open-end and closed-end, Unit Investment Trusts, and Options on ETFs (subject to pre- clearance exceptions in Section 2.5)	Yes	Yes
Robo advisor accounts (e.g.,Wealthfront, Betterment)	Yes	No

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The table below serves as a reference to use in determining what Reporting Persons need to report on quarterly transactions reports and must pre-clear when executing a trade. If you have questions about any types of Securities not shown below, please contact the Code Team per instructions located in Appendix B.	Report?	Pre-Clear?
Open-End Investment Companies that are Reportable Funds	Yes	No
Money Market Mutual Funds	No	No
Short Term Cash Equivalents	No	No
U.S. Government Bonds (direct obligations)	No	No
U.S. Treasuries/Agencies (direct obligations)	No	No
Commodities, Futures or Options on Futures	No	No
Securities Purchased through automatic transactions in Automatic Investment Plans	No	No
Open-End Investment Companies that are not Reportable Funds	No	No
Banker’s Acceptances, bank certificates of deposit, commercial paper & High Quality Short-Term Debt Instruments, including repurchase agreements	No	No
529 Plans	No	No
Non-Allspring 401(k) plans that do not and cannot hold Reportable Funds or Reportable Securities	No	No
Transactions in Managed Accounts	No	No
Cryptocurrencies (e.g., Bitcoin)	No	No
Reportable Securities purchased through Automated Investment Plans	Yes	No
Gifting Reportable Securities to any account outside your Reportable Securities account	Yes	Yes
Receipt of Reportable Securities as a gift	Yes	No
Tender Offers	Yes	Yes

2.9 Ban on Short-Term Trading Profits

There is a ban on short-term trading profits. Reporting Persons are not permitted to buy and sell, or sell and buy, the same pre-clearable Reportable Security (or Equivalent Security) within 60 calendar days and make a profit; this will be considered short-term trading.

This prohibition applies without regard to tax lot.

Short sales are subject to the 60-day profit ban.

If a Reporting Person makes a profit on an involuntary call of an option, those profits are excluded from this ban; however, buying and selling options within 60 calendar days resulting in profits is prohibited. Settlement/expiration date on the opening option transaction must be at least 60 days out.

Sales or purchases made at the original purchase or sale price or at a loss are not prohibited during the 60 calendar day profit holding period.

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Reporting Persons may be required to disgorge any profits the Reporting Person makes from any sale before the 60-day period expires.

The ban on short-term trading profits does not apply to transactions that involve:

Reportable Securities not requiring pre-clearance (e.g., open-end investment companies that are not Reportable Funds, although they typically impose their own restrictions on short-term trading);

Same-day sales of Reportable Securities acquired through the exercise of employee stock options or other Securities granted to you as compensation or through the delivery (constructive or otherwise) of previously owned employer stock to pay the exercise price and tax withholding;

Commodities, futures (including currency futures), options on futures and options on currencies;

Automated purchases and sales that were done as part of an Automatic Investment Plan. However, any self-directed purchases or sales outside the pre-set schedule or allocation of the Automatic Investment Plan, or other changes to the pre-set schedule or allocation of the Automatic Investment Plan, within a 60-day period, are subject to the 60-day ban on short term profit; or

Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund, Ultra Short-Term Municipal Income Fund, and the money market funds.

2.10 Employee Compensation Related Accounts

1. 401(k) Plans

Initial Holding Report: Completed in PTA

401(k) Plans that are external to Allspring are required to be reported if, regardless of the balance, the plan is capable of holding Reportable Funds or Reportable Securities.

Quarterly Transaction Report: Completed in PTA

Reporting Persons are required to report transactions in Reportable Funds or Reportable Securities in 401(k) plans held outside of Allspring.

Annual Holdings Report: Completed PTA

If an external 401(k) account holds Reportable Funds or Reportable Securities, Reporting Persons are required to update these holdings in their Annual Holdings Report.

2. Allspring Health Savings Account (“HSA”)

Initial Holdings Report:

Allspring HSAs are reportable when the balance reaches the threshold that allows the Reporting Person to invest in Reportable Funds.

Quarterly Transaction Report:

Sales of shares of Reportable Funds within a Reporting Person’s HSA are reportable on the Quarterly Transaction Report.

Annual Holdings Report:

Reporting Persons are required to update holdings of balances invested in Reportable Funds within a Reporting Person’s HSA in the Annual Holdings Report.

Pre-Clearance:

Transactions in an HSA account do not require pre-clearance.

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3. Code Violations

3.1 Investigating Code Violations

The Code Manager or designee is responsible for investigating any suspected violation of the Code. This includes not only instances of violations against the letter of the Code, but also any instances that may give the appearance of impropriety. Reporting Persons are expected to respond to Code Manager inquiries promptly. The Code Manager is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code. The Code Manager will report the results of each investigation to the CCO, as well as the Allspring Global Investments Ethics Committee. Violations of the Code may also be reported to the Reporting Person’s supervisor and human resources as well.

3.2 Penalties

The Code Manager is responsible for deciding whether a violation is minor, substantive or serious. In determining the seriousness of a violation of this Code, the Code Manager will consider the following factors, among others and will escalate as needed to the Allspring Global Investments CCO:

The degree of willfulness of the violation;

The severity of the violation;

The extent, if any, to which a Reporting Person profited or benefited from the violation;

The adverse effect, if any, of the violation on a Covered Company or a Allspring Global Investments Account; and

The Reporting Person’s history of prior violation(s) of the Code.

For purposes of imposing sanctions, violations generally will be counted on a rolling 24 month period. However, the Code Manager (in consultation with the CCO) reserves the right to impose a more severe sanction/penalty depending on the severity of the violation and/or taking into consideration violations dating back more than 24 months.

Any serious offense as described below will be reported to the Allspring Fund Board. All minor and substantive violations will be reported to the Board at least annually

Minor Offenses:

Minor offenses may include, but are not limited to, the following: failure to timely submit quarterly transaction reports, failure to timely complete assigned training, failure to submit signed acknowledgments of Code forms and certifications, excessive (i.e., more than three) late submissions of such documents, and conflicting pre-clear request dates versus actual trade dates or other preclearance request errors, or Reportable Securities not covered by the blackout period.

Substantive Offenses:

Substantive offenses may include, but are not limited to, the following: unauthorized purchase/sale of Securities as outlined in this Code, violations of short-term trading for profit (60-day rule), failure to request pre-clearance of transactions as required by the Code, failure to timely report a reportable brokerage account, and violations of the 15-day blackout period.

Serious Offenses:

Engaging in insider trading or related illegal and prohibited activities such as “front running” and “scalping,” and repeated violations or a flagrant violation of the Code are considered a “serious offense.”

3.3 Penalties

Depending on the severity of the infraction, a violation of this Code may result in the following, subject to applicable law: an informational memorandum; a warning; a fine, deduction from wages, disgorgement of profit or other payment; a personal trading ban; referral of the matter to Human Resources; termination of employment; or referral to civil or criminal authorities. Dismissal and/or Referral to Authorities.

Repeated violations or a flagrant violation of the Code may result in immediate dismissal from employment. In addition, the Code Manager, the CCO, the Allspring Global Investments Ethics Committee and/or senior management may determine that a single flagrant violation of the law, such as insider trading, will result in immediate dismissal and referral to authorities.

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3.4 Exceptions to the Code

The Code Manager is responsible for enforcing the Code. The CCO or Code Manager (or his or her designee) may grant certain exceptions to the Code, provided any requests and any approvals granted must be submitted and obtained, respectively, in advance and in writing. The CCO or Code Manager (or his or her designee) may refuse to authorize any request for exception under the Code and is not required to furnish any explanation for the refusal.

Related Information

Related Regulation

Rule 17j-1 of the Investment Company Act of 1940

Financial Industry Regulatory Authority Rules 3110, 3210, 3280

Section 204A of the Investment Advisers Act of 1940

Rule 204A-1 of Investment Advisers Act of 1940

Related Policies or Resources

Allspring Global Investments Gifts and Entertainment Policy

Allspring Global Investments Political Contributions & Solicitations of Contributions & Payment Policy

Allspring Global Investments Outside Activities Policy

Appendix A

Definitions

General Note:

The definitions and terms used in the Code are intended to mean the same as they do under the 1940 Act and applicable other Federal Securities Laws. If a definition hereunder conflicts with the definition in the 1940 Act or other Federal Securities Laws, or if a term used in the Code is not defined, you should follow the definitions and meanings in the 1940 Act or other Federal Securities Laws, as applicable.

Automatic Investment Plan

A program that allows a person to purchase or sell Reportable Securities, automatically and on a regular basis in accordance with a pre-determined schedule and allocation, without any further action by the person. An Automatic Investment Plan includes a SIP (systematic investment plan), SWP (systematic withdrawal plan), SPP (stock purchase plan), DRIP (dividend reinvestment plan), or employer-sponsored plan.

Beneficial Owner

You are the “beneficial owner” of any Reportable Securities in which you have a direct or indirect Financial or Pecuniary Interest, whether or not you have the power to buy and sell, or to vote, the securities.

In addition, you are the “beneficial owner” of Reportable Securities in which an Immediate Family Member has a direct or indirect Financial or Pecuniary Interest, whether or not you or the Immediate Family Member has the power to buy and sell, or to vote, the Reportable Securities. For example, you have Beneficial Ownership of securities in trusts of which Immediate Family Members are beneficiaries.

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You are also the “beneficial owner” of Reportable Securities in any account, including but not limited to those of relatives, friends and entities in which you have a non-controlling interest or over which you or an Immediate Family Member exercise investment discretion. Such accounts do not include accounts you manage on behalf of a Covered Company or any other affiliate of Allspring Global Investments Holdings, LLC.

Control

The power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with such company. Owning 25% or more of a company’s outstanding voting securities is presumed to give you control over the company. (See Section 2(a) (9) of the 1940 Act for a complete definition.)

Covered Companies

Allspring Funds Management, LLC, Allspring Funds Distributor, LLC, Allspring Global Investments, LLC., Allspring Global Investments (UK) Limited, and Allspring Global Investments Luxembourg S.A.

Direct Listing

A Direct Listing is also known as a Direct Public Offering (“DPO”) which is a type of initial public offering (“IPO”) in which a company offers its securities directly to the public to raise capital. An issuing company using a DPO eliminates the middlemen—investment banks, broker-dealers, and underwriters that are involved in typical IPOs, and self-underwrites its securities.

Equivalent Security

Any Reportable Security issued by the same entity as the issuer of a subject security that is convertible into the equity security of the issuer. Examples include, but are not limited to, options, rights, stock appreciation rights, warrants and convertible bonds.

Excessive Trading

A high number of transactions by any Reporting Person during any month could be considered by the Code Team, in its sole discretion, to be Excessive Trading. The Compliance Department may report any Excessive Trading to Allspring Global Investments’ CCO and/or senior management.

Federal Securities Laws

The Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a—mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 100-102, 113 Stat. 1338 (1999)), any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311-5314; 5316-5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

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Financial or Pecuniary Interest

The opportunity for you or your Immediate Family Member, directly, or indirectly, to profit or share in any profit derived from a transaction in the subject Reportable Securities whether through any contract, arrangement, understanding, relationship or otherwise. This standard looks beyond the record owner of Reportable Securities to reach the substance of a particular arrangement. You not only have a Financial or Pecuniary Interest in Reportable Securities held by you for your own benefit, but also Reportable Securities held (regardless of whether or how they are registered) by others for your benefit, such as Reportable Securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes any interest in any Reportable Security owned by an entity directly or indirectly controlled by you, which may include corporations, partnerships, limited liability companies, trusts and other types of legal entities. You or your Immediate Family Member likely have a Financial or Pecuniary Interest in:

Your accounts or the accounts of Immediate Family Members;

A partnership or limited liability company, if you or an Immediate Family Member is a general partner or a managing member;

A corporation or similar business entity, if you or an Immediate Family Member has or shares investment control; or

A trust, if you or an Immediate Family Member is a beneficiary.

High Quality Short-Term Debt Instrument

Any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization such as Moody’s Investors Service.

Immediate Family Member

Any of the following persons, including any such relations through adoption, who reside in the same household with you:

spouse 

- grandparent 

- mother-in-law

domestic partner

- grandchild

- father-in-law

parent                      

- brother        

- daughter-in-law

stepparent           

- sister 

- son-in-law

child                        

- sister-in-law

stepchild                 

- brother-in-law

Immediate Family Member also includes any other relationship that the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety.

All references to “Reporting Persons” and “Investment Professionals” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of such persons.

Investment Club

An investment club is a group of people who pool their money to make investments. Usually, investment clubs are organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and/or each member may actively participate in investment decisions.

Investment Professional

Any Reporting Person who is a portfolio manager, trader or analyst employed (including as a temporary or contract employee) by Allspring Global Investments, and any other person designated by the CCO or designee as such given his or her access to current portfolio or trading information for clients.

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Business Policy: Allspring Global Investments Code of Ethics

All references to “Investment Professionals” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of Investment Professionals. The Code Manager is responsible for maintaining a list of all Investment Professionals and notifying such Investment Professionals of their status.

IPO

An initial public offering, or the first sale of a company’s securities to public investors. Specifically, it is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Managed Account

Any account for which the holder gives, in writing, his/her broker or someone else (other than another Reporting Person) the authority to buy and sell Reportable Securities, either absolutely or subject to certain restrictions, other than pre-approval by any Reportable Person. In other words, the holder gives up the right to decide what Reportable Securities are bought or sold for the account. This includes accounts known as “Robo Advisor” accounts where account investments and reallocations are done through an automated platform.

Non-Public Information

Any information that is not generally available to the general public in widely disseminated media reports, SEC filings, public reports, prospectuses, or similar publications or sources.

Private Placement

An offering, including an ICO, that is exempt from registration under Section 4(2) or 4(6) of the Securities Act of 1933, as amended, or Rule 504, Rule 505 or Rule 506 thereunder.

Purchase or Sale of a Security

In addition to any acquisition or disposition of a Reportable Security for value, a Purchase or Sale of a Reportable Security includes, among other things, the receipt or giving of a gift or writing of an option to purchase or sell a Reportable Security.

Reportable Fund

Reportable Fund means (i) any investment company registered under the 1940 Act, for which a Covered Company serves as an investment adviser as defined in Section 2(a)(20) of that Act, which includes a sub-adviser, or (ii) any investment company registered under the 1940 Act, as amended, whose investment adviser or sub-adviser or principal underwriter controls a Covered Company, is controlled by a Covered Company, or is under common control with a Covered Company; provided, however, that Reportable Fund shall not include an investment company that holds itself out as a money market fund. For purposes of this definition, “control” has the same meaning as it does in Section 2(a) (9) of the 1940 Act..

Reporting Person

Reporting Person means (i) any employee, officer or director, and any other persons designated by the CCO or designee, as having access to current trading information for clients, of Allspring Global Investments, and (ii) any employee (including all temporary or contract employees), officer or director of any Non-Allspring Global Investments Entities who supports any Allspring Global Investments business functions and has access to Allspring Global Investments systems that contain Non-Public Information regarding Allspring Global Investments client holdings or transactions, and any other person designated by the CCO or designee as such given his or her access to current portfolio or trading information for clients.

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Business Policy: Allspring Global Investments Code of Ethics

All references to “Reporting Persons” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of Reporting Persons. The Code Manager is responsible for maintaining a list of all Reporting Persons and notifying such Reporting Persons of their status.

Reportable Personal Securities Account

Any account that holds Reportable Securities of which you have Beneficial Ownership, other than a Managed Account that holds Reportable Securities and has previously been approved by the Code Manager over which you have no direct influence or Control. A Reportable Personal Securities Account is not limited to Reportable Securities accounts maintained at brokerage firms, but also includes holdings of Reportable Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Allspring or any other employer. All Reportable Personal Securities Accounts opened or reported after 1/1/2020 are required to be on the Allspring Global Investments Approved Broker List. The accounts reported after 1/1/2020 not on Allspring Global Investments Approved Broker List must be moved to one of the approved brokers timely. This requirement is not applicable to Managed Accounts. Exceptions may be granted by the Code of Ethics Manager.

Reportable Personal Securities Transaction

A Purchase or Sale of a Reportable Security, of which you acquire or relinquish Beneficial Ownership.

Reportable Security/Securities

Any security as defined under Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it does not include direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper, High Quality Short-Term Debt Instruments, including repurchase agreements, shares issued by affiliated or unaffiliated money market mutual funds, or shares issued by open-end registered investment companies other than the Reportable Funds or shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies none of which are Reportable Funds. “Reportable Security” includes any security issued by closed-end funds and ETFs.

Allspring Global Investments Accounts

Accounts of investment advisory and sub-advisory clients of Covered Companies, including but not limited to registered and unregistered investment companies.

Appendix B

Compliance Department Staff List

Please consult Allspring Connect for a current list of compliance staff designated to monitoring the Code of Ethics, as well as for additional Code of Ethics resources including links to PTA. For Reporting Persons with no access to the above systems, please contact the Code Team at [email protected].

Appendix C

Reportable Funds

A list of Allspring Global Investments Reportable Funds can be provided upon request

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Business Policy: Allspring Global Investments Code of Ethics

Appendix D

Ticker	Name	Issuer
DIA	SPDR Dow Jones Industrial Average ETF Trust	State Street Global Advisors
IYY	iShares Dow Jones US ETF	BlackRock
QQQ	Invesco QQQ Trust	Invesco
PSQ	ProShares Short QQQ	ProShares
QQQE	Direxion NASDAQ 100 Index	Direxion
SPSM	SPDR Portfolio Small Cap ETF	State Street Global Advisors
VTWO	Vanguard Russell 2000 ETF	Vanguard
IWM	iShares Russell 2000 ETF	BlackRock
RWM	ProShares Short Russell 2000	Proshares
IWV	iShares Russell 3000	BlackRock
SPTM	SPDR Portfolio Total Stock Market ETF	State Street Global Advisors
VTHR	Vanguard Russell 3000 ETF	Vanguard
OEF	iShares S&P 100	BlackRock
SH	ProShares Short S&P 500	ProShares
SPXB	ProShares S&P 500 Bond ETF	ProShares
SPY	SPDR S&P 500 ETF Trust	Standard and Poor's Financial Services
IVV	iShares Core S&P 500	BlackRock
VOO	Vanguard S&P 500	Vanguard
VXX	iPath Series B S$P 500 Vix Short-Term Futures ETN	Barclays Capital
SPDN	Direxion Daily S&P 500 Bear 1X Shares	Direxion
RSP	Invesco S&P 500 Equal Weight ETF	Invesco
PBP	Invesco S&P 500 BuyWrite ETF	Invesco
MIDU	Direxion Daily S&P MidCap 400	Direxion
MYY	Proshares Short S&P MidCap 400	Proshares
IEV	iShares Europe ETF	BlackRock

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Business Policy: Allspring Global Investments Code of Ethics

ISF	iShares Core FTSE 100	BlackRock
H4ZB	HSBC FTSE 100 UCITS ETF	HSBC
VMID	FTSE 250 UCITS ETF	Vanguard
MIDD	iShares FTSE 250 UCITS ETF	BlackRock
S250 LN	Invseco FTSE 250 UCITS ETF	Invesco
EWU	iShares MSCI United Kingdom ETF	BlackRock
EWH	iShares Core Hang Seng Index ETF	BlackRock
DAXXF	iShares DAX ETF	BlackRock
XIU	iShares S&P TSX 60 Index	BlackRock
HXT	Horizons S&P/TSX 60 Index ETF	Horizons
VTI	Vanguard Total Stock Market ETF	Vanguard
1329	iShares Core Nikkei 225 ETF	BlackRock
TYBS	Direxion Daily 20 Year Treasury Bear 1X	Direxion
TYNS	Direxion Daily 7-10 Year Treasury Bear 1X	Direxion
SHY	iShares 1-3 Year Treasury Bond ETF	BlackRock
TLT	iShares 20+ Year Treasury Bond ETF	BlackRock
IEF	iShares 7-10 Year Treasury Bond ETF	BlackRock
STIP	iShares 0-5 Year TIPS Bond ETF	BlackRock
GVI	iShares Intermediate Government Credit Bond ETF	BlackRock
TLH	iShares 10-20 Year Treasury Bond ETF	BlackRock
FXA	Invesco CurrencyShares Australian Dollar Trust	Invesco
FXB	Invesco CurrencyShares British Pound Sterling Trust	Invesco
FXC	Invesco CurrencyShares Canadian Dollar Trust	Invesco
FXCH	Invesco CurrencyShare Chinese Renminbi Trust	Invesco
FXE	Invesco CurrencyShare Euro Trust	Invesco
FXY	Invesco CurrencyShare Japanese Yen Trust	Invesco
FXSG	Invesco CurrencyShare Singapore Trust	Invesco
FXS	Invesco CurrencyShare Swedish Krona Trust	Invesco
FXF	Invesco CurrencyShare Swiss Franc Trust	Invesco
DBV	Invesco DB G10 Currency Harvest Fund	Invesco

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Business Policy: Allspring Global Investments Code of Ethics

UDN	Invesco DB US Dollar Index Bearish Fund	Invesco
UUP	Invesco DB US Dollar Index Bullish Fund	Invesco
DBA	Invesco DB Agriculture Fund	Invesco
DBB	Invesco DB Base Metals Fund	Invesco
DBC	Invesco DB Commodity Index Tracking Fund	Invesco
DBE	Invesco DB Energy Fund	Invesco
DGL	Invesco DB Gold Fund	Invesco
DBO	Invesco DB Oil Fund	Invesco
DBP	Invesco DB Precious Metals Fund	Invesco
DBS	Invesco DB Silver Fund	Invesco
SLV	iShares Silver Trust	BlackRock
PDBC	Invesco DB Optimum Yield Diversified Commodity Strategy No K-1 ETF	Invesco
SGOL	Aberdeen Standard Physical Swiss Gold Shares ETF	Aberdeen
PPLT	Aberdeen Standard Platinum Shares ETF	Aberdeen
GLTR	Aberdeen Standard Physical Precious Metals Basket Shares ETF	Aberdeen
SIVR	Aberdeen Standard Physical Silver Shares ETF	Aberdeen
PALL	Aberdeen Standard Physical Palladium Shares ETF	Aberdeen
BCI	Aberdeen Standard Bloomberg All Commodity Strategy K-1 Free Shares ETF	Aberdeen
BCD	Aberdeen Standard Bloomberg All Commodity Longer Dated Strategy K-1 Free Shares ETF	Aberdeen
DJP	Barclays Bank IPATH Bloomberg Commodity ETN	Barclay Capital
OIL	iPath Series B S&P GSCI Crude Oil Total Return Index ETN	Barclay Capital
JO	iPath Series B Bloomberg Coffee Subindex Total Return ETN	Barclay Capital
BCM	iPath Pure Beta Broad Commodity ETN	Barclay Capital
GSP	iPath S&P GSCI Total Return Index ETN	Barclay Capital
SGG	iPath Series B Bloomberg Sugar Subindex Total Return ETN	Barclay Capital
NIB	iPath Dow Jones - UBS Cocoa ETN	Barclay Capital
JJG	iPath Series B Bloomberg Grains Subindex Total Return ETN	Barclay Capital
JJC	iPath Series B Bloomberg Copper Subindex Total Return ETN	Barclay Capital

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Business Policy: Allspring Global Investments Code of Ethics

COW	iPath Series B Bloomberg Livestock Subindex Total Return ETN	Barclay Capital
BAL	iPath Series B Bloomberg Cotton Subindex Total Return ETN	Barclay Capital
DGZ	DB Gold Short ETN	DWS
OILK	ProShares K-1 Free Crude Oil Strategy ETF	ProShares
IAU	iShares Gold Trust	iShares
GLD	SPDR Gold Trust	State Street Global Advisors
CMDY	iShares Bloomberg Roll Select Commodity Strategy ETF	iShares

Page 21 of 21

Exhibit 99.B(p)(7)

CODE of ETHICS with INSIDER TRADING POLICY

AMENDED AND RESTATED JANUARY 1, 2022

COHO PARTNERS, LTD.

300 Berwyn Park • 801 Cassatt Road • Suite 100
Berwyn • PA 19312 • 484.318.7575

www.cohopartners.com

1.1

Overview

This Code of Ethics (the “Code”) has been adopted by the Firm, as the investment advisor to, among others, the Coho Relative Value Equity Fund and the Coho Relative Value ESG Fund (together, the “Funds), in compliance with Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940 (the “Advisers Act). The Investment Company Act of 1940 prohibits the Firm and its employees, in connection with the purchase and sale, directly or indirectly, of a security held or to be acquired by the Funds to a) employ any device, scheme or artifice to defraud the Funds; b) make any untrue statement of a material fact to the Funds, or omit to state a material fact necessary in order to make the statements made to the Funds, in light of the circumstances under which they are made, not misleading; c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Funds; or d) engage in any manipulative practice with respect to the Funds.

Our Code is also based on the principle that every director, officer, and employee, or outsourced Supervised Person of the Firm, designated as an Access Person, is to always place the interests of all clients of the Firm before his or her own personal interests. Each director, officer, employee, and outsourced Supervised Person of the Firm designated as an Access Person covered by this Code is to avoid any actual or potential conflicts of interest with the Firm and must comply with the provisions of the Code in all personal securities transactions.

Please direct questions concerning this Code to the Chief Compliance Officer of the Firm.

1.2

Definitions

“Access Person” means:

The Firm considers all full-time employees of the Firm to be Access Persons. Any other part-time, temporary, intern, contract person, or other outsourced service provider who performs administrative or non-investment functions for the Firm and with no routine access in advance of non-public information regarding the investment decisions, recommendations, or knowledge of the potential portfolio holdings of any Firm client, will not be Access Persons.

An Access Person may also be any outsourced service provider who, other than not being employed by the Firm, meets the criteria of being an Access Person. Those individuals will be subject to all the provisions of the Code and their compliance with the Code is the responsibility of the Firm.

CODE OF ETHICS WITH INSIDER TRADING POLICY

PAGE | 1

“Advisory Person” means:

Any Firm employee who, in connection with his/her regular functions or duties, is involved in making securities recommendations to a client, or who has access in advance to such recommendations that are non-public;

Any Firm employee acting as a portfolio manager of any Firm client;

Any Firm employee who, in connection with their regular functions or duties, makes, participates in, or executes the purchase or sale of a security for a client; and

Any Supervised Person of the Firm whose functions relate to making any recommendations with respect to the purchase or sale of a security for a client.

A person does not become an “Advisory Person” simply by (i) normally assisting in the preparation of public reports, or receiving public reports, but not receiving information about current recommendations or trading; or (ii) infrequently or inadvertently obtaining knowledge of current recommendations or trading activity. All Advisory Persons are Access Persons. However, not all Access Persons are Advisory Persons.

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan may include but is not limited to dividend reinvestment plans, 401k plans, and 529 plans in which automatic payroll deductions are being made on a regular schedule.

“BasisCode” is the compliance software system that is used for monitoring many compliance activities, including but not limited to, Code of Ethics requirements such as pre-clearance of personal securities transactions, initial and annual holdings reports, gifts and entertainment, outside business activities, political donations, and quarterly and annual certifications and attestations.

“BasisCode Security” includes the securities that must be entered into the BasisCode Trading portal when an employee wishes to enter a trade for any account for which they have control or ownership. A BasisCode Security includes the following:

•

“Reportable Securities” as defined herein;

•

“Reportable Funds” as defined herein; and

•

“Restricted Securities” as defined herein.

This definition does not require that any “Excluded Securities” as defined herein be entered into the BasisCode Trading portal by any Supervised Person, including all Access Persons.

See section 1.4(F) below for more details on trade request approval.

CODE OF ETHICS WITH INSIDER TRADING POLICY

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“Beneficial Ownership” will be interpreted in the same manner as it would be in determining whether a person has beneficial ownership of a security as outlined in Section 16a-1(a)(2) of the 1934 Act. The determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires. For purposes of this policy, “Beneficial Ownership” includes securities held by:

•

Your spouse, minor children or relatives who share the same house with you;

•

An estate for your benefit;

•

A trust, of which (a) you are a trustee or you or members of your immediate family have a vested interest in the income or corpus of the trust, or (b) you own a vested beneficial interest, or (c) you are the grantor and you have the power to revoke the trust without the consent of all beneficiaries;

•

A partnership in which you are a partner;

•

A corporation (other than with respect to treasury shares of the corporation) of which you are an officer, director, or 10% shareholder;

•

Any other person if, by reason of contract, understanding, relationship, agreement, or other arrangement, you obtain benefits substantially equivalent to those of ownership; and

•

Your spouse or minor children or any other person, if, even though you do not obtain from them benefits of ownership, you can vest or re-vest title in yourself at once or at some future time.

A beneficial owner of a security also includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power and/or investment power with respect to such security. Voting power includes the power to vote, or to direct the voting of such security, and investment power includes the power to dispose, or direct the disposition of such security. A person is the beneficial owner of a security if he or she has the right to acquire beneficial ownership of such security at any time within sixty days.

“Brokerage Account” means any account with a broker, dealer or bank that may hold securities.

“CCO” means the Firm's Chief Compliance Officer. The CCO is an Access Person of the Firm.

“Coho 250” means the universe of stocks which is modified annually and from which Coho selects the specific stocks which make up its model portfolios and which populate client portfolios. All securities in the currently effective Coho 250, including other associated share classes or any derivative of that particular security, are “Restricted Securities” as defined herein and are banned from the purchase or sale by any Access Person, with limited exceptions, while they are part of the Coho 250 universe.

CODE OF ETHICS WITH INSIDER TRADING POLICY

PAGE | 3

10.

“Compliance” refers to any member of the Compliance team who has been delegated responsibility by the CCO or Executive Officer of the Firm to perform general or specific compliance functions. A member of the Compliance team may also include an outsourced service provider who has entered into a contractual agreement with the Firm to provide compliance related services.

11.

“Control” has the same meaning as set forth in Section 2(a)(9) of the 1940 Act. In summary, control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

12.

“Client” means any person or entity for which the Firm acts as an investment adviser.

13.

“ETFs” are Exchange Traded Funds and include shares issued by open-end and closed-end investment companies and those issued by Unit Investment Trusts.

14.

“Excluded Securities” include the following securities:

•

Direct obligations of the United States government;

•

Bankers’ acceptances, bank certificates of deposit, commercial paper and other high-quality, short-term debt instruments, including repurchase agreements; and

•

Shares issued by any money market fund.

15.

“Fund” means an investment company registered under the 1940 Act.

16.

“Immediate Family Members” includes the following:

child	grandparent	son-in-law

stepchild	spouse	daughter-in-law

grandchild	sibling	brother-in-law

parent	mother-in-law	sister-in-law

stepparent	father-in-law

Immediate Family includes adoptive relationships and any other relationship (whether recognized by law or not) which could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety, which this Code is intended to prevent.

17.

“Limited Offering”, also known as a “Private Placement Offering” means an offering that is exempt from registration under the Securities Act of 1933.

CODE OF ETHICS WITH INSIDER TRADING POLICY

PAGE | 4

18.

“Purchase or Sale of a Security” includes, among other things, the writing of an option to purchase or sell a security. A security is “being considered for purchase or sale” when a recommendation is made by the Firm’s Investment Team to purchase or sell a security firmwide, and such recommendation has been communicated to Firm members.

19.

“Material Non-Public Information” refers to certain information about a company that has not been disseminated to the public which could affect its market value and investment decisions.

Material non-public information could be manipulated to gain an unfair advantage in the marketplace. This is known as insider trading or insider dealing.

20.

“Reportable Fund” means:

Any Fund for which the Firm serves as an investment adviser, currently COHOX and/or CESGX; and

Any ETF.

21.

“Reportable Security” includes:

any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

For the purposes of our Code, all Reportable Funds, including any ETFs, and all Restricted Securities, are considered a Reportable Security and must be entered into BasisCode to initiate any trade. See section 1.4(F) below for more details on trade request approval.

22.

“Restricted Security” includes any security in the current Coho 250 universe as defined above.

Restricted Securities can only be purchased and sold in very limited circumstances.

CODE OF ETHICS WITH INSIDER TRADING POLICY

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Purchases of a Restricted Security can only be made in two instances. The first is if the employee’s portfolio is managed by the Firm and such purchase follows the model utilized by the Firm for the employee account. Employees cannot direct the trading of any securities in their account(s) other than to request restrictions on securities held in their account(s). Purchases initiated by the Firm for the employee’s portfolio under this circumstance do not need pre-approval. The second instance where a purchase is allowed is if the employee has established a blind trust account with an outside investment manager where the employee has no knowledge of the trading activity occurring in the trust. These purchases in the blind trust would not need pre-approval as the employee would have no knowledge of the trades in advance.

Sales of a Restricted Security can only be made under several conditions. The first is if the employee’s portfolio is managed by the Firm and such sale follows the model utilized by the Firm for the employee account. Employees cannot direct the trading of any securities in their account(s) other than to request restrictions on securities held in their account(s). Sales initiated by the Firm for the employee’s portfolio under this circumstance do not need pre-approval.

Other instances where a sale of a Restricted Security for an employee can be completed, with prior Compliance approval, includes (a) if the security was held in the employee’s portfolio prior to the security to be traded becoming part of the Coho 250 universe, and (b) the security was held in an employee’s portfolio prior to the date of employment. Under both (a) and (b) above, the security can be sold by entering the requested transaction into the BasisCode Trading portal and receiving advance approval by Compliance pending either the absence of trading activity in the same security by the Firm, or the trade is part of an aggregated block trade by the Firm.

23.

“Supervised Person” has the same meaning as set forth in Section 202(a)(25) of the Investment Advisers Act of 1940. In summary, a supervised person is any officer, director, partner, and employee of an Adviser, and any other person who provides advice on behalf of an Adviser and is subject to the Adviser’s supervision and control.

1.3 Standards of Conduct

The Firm believes all its Supervised Persons, as fiduciaries, have a duty of utmost good faith to act solely in the best interests of the Firm's clients. The Firm’s fiduciary duty compels all its Supervised Persons to act with the utmost integrity in all dealings. This fiduciary duty is the core principle underlying this Code and represents the Firm’s core expectations related to any activities of its Supervised Persons.

Personal Conduct

Giving or Receiving of Gifts or Entertainment

No employee, director or officer may give or receive any single gift or entertainment with a value of more than $500 to/from any person that does business with or on behalf of the Firm without specific approval in advance by Compliance.

CODE OF ETHICS WITH INSIDER TRADING POLICY

PAGE | 6

All gifts and entertainment requests (given or received) over $100 in value must be submitted through BasisCode, detailing the provider/recipient of the gift or entertainment and the nature and value of the gift or entertainment. If the value is under $500, submission alone is sufficient. If any single instance of providing or receiving a gift or entertainment exceeds the $500 threshold, Compliance must approve the request in advance. The request will include an attestation that indicates that the provider/recipient is not obligated, nor have they committed the Firm to any activity which would cause the individual or Firm to be out of compliance with the Code.

Charitable Contributions

All charitable contributions exceeding $500 made by the Firm to any charitable organization, including those requested by a client of the Firm, must be approved in advance by Compliance. No charitable contribution can be made payable directly to an individual client of the Firm, but rather must be made to an entity. If the value is under $500, submission alone is sufficient. All charitable contributions must be submitted through BasisCode but only those contributions over $500 will require approval.

Service as Director for an Outside Company

Advisory Persons may not serve on the Board of Directors of a publicly traded company without prior written approval from Compliance. Such approval shall be based upon a documented finding by Compliance that such service shall not be likely to result in a conflict of interest with the Firm and the Advisory Person.

Protection of Material Non-Public Information

All employees must review and comply with the Firm’s Insider Trading Policies and Procedures in the attached Appendix.

1.4

Personal Securities Trading Policy

Prohibited Transactions

Buy or Sell Order of a Coho 250 Security

Access Persons may not purchase or sell, directly or indirectly, any security which is a part of the Coho 250 universe of securities during the effective period of that version of the Coho 250, for any account in which he/she has any direct or indirect Beneficial Ownership, except as noted in the Restricted Security definition above. When a security in the Coho 250 is offered in more than one share class, all share classes of that company are restricted in the same manner.

CODE OF ETHICS WITH INSIDER TRADING POLICY

PAGE | 7

The Coho 250 universe is generally produced on an annual basis and will be published to the BasisCode Library portal which is accessible to all employees upon its effective date. The Coho 250 universe will continue to be in force until the effective date of the next distributed Coho 250 universe.

Any new Access Person who, directly or indirectly, owns a security included in the Coho 250 universe which was acquired prior to their employment will not be required to sell that holding, however they must enter any subsequent sell order through the BasisCode Trading portal and must receive prior written approval before selling any or all their existing position in that security. There can be no further accumulation of that security while it is in the Coho 250.

In the event an existing Access Person were to acquire, directly or indirectly, a security that at the time of purchase was not included in the Coho 250, but that subsequently became a member of the Coho 250, the Access Person will not be required to sell that holding, however they must enter any subsequent sell order through the BasisCode Trading portal and must receive prior written approval before selling any or all their existing position in that security. There can be no further accumulation of that security while it is in the Coho 250.

This is a strict prohibition during any period of the Coho 250 universe.

General Pre-Clearance of Personal Securities Transactions

All Access Persons must obtain clearance as described in this Code through the BasisCode Trading portal prior to executing a personal securities transaction in any BasisCode Security which includes Reportable Securities, Reportable Funds, and Restricted Securities. This pre-clearance requirement extends to trusts over which the Access Person has discretionary authority.

Notification of a prospective transaction and any subsequent approval of a prospective transaction must be completed through the BasisCode Trading portal. No transaction, other than those in Excluded Securities can be initiated until approval is received through the BasisCode Trading portal in advance of such transaction being initiated by the individual contemplating the transaction.

Once approval is received through the BasisCode Trading portal for any personal securities transaction, the individual receiving such approval shall have two trading days following the date of approval to execute the transaction, after which time a new BasisCode trade request must be entered into the BasisCode Trading portal, and a new approval obtained if the initial trade was not executed. It is the responsibility of the individual receiving trade approval to execute the trade within the time frame allowed. Any failure to execute the trade within the allowed period may result in a reversal of the trade and disgorgement of any profits at the sole discretion of the CCO given the facts of such trade activity.

CODE OF ETHICS WITH INSIDER TRADING POLICY

PAGE | 8

Initial Public Offerings and Limited Offerings

All Access Persons must obtain prior written approval from Compliance before directly or indirectly acquiring Beneficial Ownership in any security in an Initial Public Offering or in a Limited Offering, including private placement offerings. Such approval shall be based upon a finding by Compliance in advance of such purchase that the transaction shall not be likely to result in a conflict of interest between the Firm and the Access Person.

Reportable Securities, Reportable Funds and Restricted Securities Transactions

No Access Person shall purchase or sell, directly or indirectly, any Reportable Securities, Reportable Funds, or Restricted Securities unless that person has submitted the proposed trade into the BasisCode Trading portal and subsequently received approval through the BasisCode Trading portal in advance of such transaction being initiated. This includes transactions of and between the Firm’s Funds, COHOX and CESGX.

Approval must be obtained through the BasisCode Trading portal which evaluates all submitted trade requests and submits those needing additional Compliance review to the designated approvers.

BasisCode Securities

For the purposes of our Code, all securities transactions involving any security of any type, except Excluded Securities, will be known as a BasisCode Security. This includes all Reportable Securities, Reportable Funds, and Restricted Securities. A trade in a BasisCode Security will require the individual contemplating the trade to enter the information for any proposed trade into the BasisCode Trading portal.

Trades in Excluded Securities do not need to be entered into the BasisCode Trading portal and do not need any approval.

Auto Approve / Auto Reject / Review

Trade requests entered in the BasisCode Trading portal for all BasisCode Securities will receive an Auto Approval, Auto Rejection, or will require further review. Examples of an Auto Approval would include the purchase of any non-Coho mutual fund or purchase of any security not in the Coho 250 universe. An example of an Auto Reject would be a request to purchase any security in the Coho 250 universe.

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However, if the trade request were to sell a security in the Coho 250, Compliance will automatically be notified to review the trade. Another example of a trade that will automatically require Compliance review would be the requested purchase or sale of a Coho managed mutual fund. Compliance would be notified to review the trade request.

Exempted Transactions

Any prohibitions, pre-clearance and other requirements of this policy do not apply to the following transactions:

Purchases or sales of Excluded Securities as defined in this policy;

Purchases or sales of Securities effected in any account over which the Access Person has no direct or indirect influence or control, i.e.) a blind trust;

Purchases or sales of Securities that are non-volitional on the part of the Access Person, such as dividend re-investments;

Purchases of Securities that are part of an automatic investment plan; and

Purchases of Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, or sales of such rights.

Firm Managed Employee Portfolios

Supervised Persons may not serve as portfolio managers to their personal accounts which are managed by the Firm. No employee account will be given preferential treatment but will be managed the same as any other client account. Firm employees may be exempt from management fees charged by the Firm to manage their personal accounts

Interested Party Transactions

Advisory Persons may not provide coverage of any security in the Coho 250 for which that individual has any beneficial ownership without documented approval from the Investment Committee of the Firm. Such written approval from the Investment Committee will be provided to both the individual seeking the exemption and Compliance.

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1.5 Reporting Requirements

Reporting Requirements by Access Persons

1. Initial & Annual Holdings Reports

All Access Persons are required to provide a report of all personal holdings in a Reportable Security, Reportable Fund, or Restricted Security (other than holdings of Excluded Securities) to Compliance, or other designated Firm compliance person, not later than 10 calendar days after being designated as an Access Person. All Access Persons are further required to provide a report of all personal holdings in a Reportable Security, Reportable Fund, or Restricted Security (other than holdings of Excluded Securities) to Compliance, or other designated Firm compliance person, not later than 45 calendar days after each calendar year end.

All Access Persons will cause to be submitted duplicate copies of all securities account statements, including any newly opened securities account statements, via the BasisCode Direct Feed. In limited approved circumstances, Compliance may accept duplicate statements electronically via email, or via paper copies mailed directly from the brokerage firm to Compliance, or another designated person.

Brokerage statements which contain the same information noted below will be viewed as an acceptable form of reporting, provided they are received within thirty days of the end of any reporting period, or in accordance with the brokerage firm’s delivery schedule.

In addition, each Access Person when submitting a report, shall certify that the information contained in each such report is accurate, complete and that the Access Person has reported all required information. The report described in this Section must contain the following information:

(a) Security Name

(b) Ticker Symbol or CUSIP number

(d) Principal Amount

(e) Broker, Dealer or Bank Name

(f) Date of the Report

Additionally, Access Persons, on an on-going basis shall also list all open or closed brokerage accounts in which the Access Person or immediate family member holds, can hold, or which held a personal Reportable Security, Reportable Fund, or Restricted Security.

Quarterly Transaction Reports

Not later than 30 calendar days following the end of each calendar quarter, all Access Persons shall submit through BasisCode a report listing all personal transactions in any BasisCode Security (other than transactions in Excluded Securities) pursuant to which the Access Person obtained a direct or indirect beneficial ownership interest.

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This information will be uploaded via the BasisCode Direct Feed. In limited approved circumstances, Compliance may accept duplicate statements electronically via email, or via paper copies mailed directly from the brokerage firm to Compliance, or another designated person.

The report to be filled out by each individual Access Person will be provided through BasisCode and will also contain an attestation from the Access Person certifying the accuracy and completeness of the report as well as any other information Compliance may deem appropriate.

If an Access Person effected no transactions during the applicable quarter, he/she shall still file a signed and dated report indicating as such.

As part of the Quarterly Report the Access Person will also report any new brokerage accounts established within the applicable quarter in which any BasisCode Security, with the exception of Excluded Securities, that were held during the quarter in which he/she has a direct or indirect beneficial interest. A brokerage account as described in the definitions above means any account with a broker, dealer or bank that may hold securities.

The information to be provided with respect to the newly established brokerage account should include a) the name of the broker, dealer or bank with whom the Access Person established the account; b) the date the account was established; c) the date that the report is submitted by the Access Person; and d) the exact titling of the account.

The following transactions are not required to be reported:

(a)

Transactions in Excluded Securities;

(b)

Transactions effected through an automatic investment plan, including any retirement plan, so long as the investment allocation was determined in advance of the actual trade; and

(c)

Transactions that duplicate information contained in brokerage trade confirmations or account statements received by Compliance no later than 30 days following the applicable calendar quarter, or in accordance with the brokerage firm’s delivery schedule.

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Disclaimer of Ownership

A report may contain a statement that it shall not be construed as an admission by the person making the report that he has any direct or indirect beneficial ownership in the reported security.

Submission of Duplicate Periodic Statements

Each Access Person must arrange for duplicate copies of statements of all brokerage accounts for which they have direct or indirect beneficial interest, as well as duplicate statements for accounts of Immediate Family Members living in the household for which they have direct or indirect beneficial interest be uploaded through the BasisCode Direct Feed.

In limited approved circumstances, Compliance may accept duplicate statements electronically via email, or via paper copies mailed directly from the brokerage firm to Compliance, or another designated person.

1.6

Record Keeping Requirements

Compliance will keep the applicable records regarding this Code for the specified number of years as required in the Advisers Act, as well as in accordance with Rule 17j-1(f) of the Investment Company Act of 1940 and its associated requirements.

1.7

Certifications

Each Access Person will provide written certification initially upon receiving the Code, and then again at any point in the future if the Code is updated and contains any material changes.

1.8

Reporting of Violations

The Firm takes the potential for conflicts of interest caused by personal investing very seriously. Accordingly, persons that become aware of a violation of the Code are required to promptly report such violation to the CCO, or in the event the violation involves the CCO, to the President or other officer of the Firm. Any person who seeks to retaliate against a person who reports a Code violation shall be subject to sanctions. The Firm provides an anonymous Whistleblower Portal through BasisCode.

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1.9

Sanctions

The Firm’s management may impose sanctions it deems appropriate upon any person who violates the Code. In addition, the Firm’s management may impose sanctions it deems appropriate upon any person who has engaged in a course of conduct that, although in technical compliance with the Code, is part of a plan or scheme to evade the provisions of the Code. Sanctions may include a letter of censure, suspension of employment, termination of employment, fines, and disgorgement of profits from prohibited or restricted transactions.

2.0

Review and Supervisory Reporting

Review Procedures

Compliance shall review reports, including the initial holdings reports, annual holdings reports, personal securities transaction reports, and quarterly transaction reports to detect violations of the Code.

No less frequently than annually, the Firm must furnish to the Board of MPS Series Trust (the “Board”) in whatever reasonable fashion the Board requests, and the Board must consider, a written report that a) describes any issues arising under the Code or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and b) certifies that the Advisor has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

A designated Firm compliance person or Officer of the Firm will review all holdings reports and transaction reports of the CCO and approve, as may be required, any personal securities transactions of the CCO.

Senior management, or the CCO of the Firm, shall review this Code annually.

Reporting Procedures

Compliance shall promptly report to the CCO, or to the Firm’s senior management if any issue involves the CCO: (a) any transaction that appears to be in violation of the prohibitions contained in this Code; (b) any apparent violations of the reporting requirements contained in this Code; and (c) any procedures or sanctions imposed in response to a violation of this Code, including but not limited to a letter of censure, suspension or termination of the employment of the violator as imposed by the President of the Firm, or the unwinding of the transaction and disgorgement of the profits.

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In addition, the CCO will include this information in the Annual Report to be completed in accordance with Rule 206(4)-7.

The CCO will also include the following information, as is deemed appropriate and applicable, in the Annual Report to be completed in accordance with Rule 206(4)-7:

(a)

a copy of the current Code;

(b)

a summary of any changes in the Code's policies or procedures during the past year;

(c)

a description of any issues arising under the Code or procedures since the last report, including but not limited to information about material violations of the Code, and sanctions imposed in response to material violations;

(d)

an evaluation of current Code and a report on any recommended changes in the existing Code based upon the CCO's experience, evolving industry practices, or developments in applicable laws or regulations; and

(e)

a certification that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

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APPENDIX

INSIDER TRADING POLICIES AND PROCEDURES

The Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA") requires that all investment advisers and broker-dealers establish, maintain, and enforce written policies and procedures designed to detect and prevent the misuse of material non-public information by such investment adviser and/or broker-dealer, or any person associated with the investment adviser and/or broker-dealer.

Section 204A of the Advisers Act states that an investment adviser must adopt and disseminate written policies with respect to ITSFEA, and an investment adviser must also vigilantly review, update, and enforce them. Section 204A provides that every adviser subject to Section 204 of the Advisers Act shall be required to establish procedures to prevent insider trading.

The Firm has adopted the following policy, procedures, and supervisory procedures in addition to the Code of Ethics.

SECTION I – POLICY

The purpose of Section 1 is to familiarize the officers, directors, and employees of the Firm with issues concerning insider trading and to assist them in putting into context the policy and procedures on insider trading.

Policy Statement:

No person to whom this Statement on Insider Trading applies, including officers, directors, and employees, may trade, either personally or on behalf of others (such as private accounts managed by the Firm) while in possession of material, non-public information; nor may any officer, director, or employee of the Firm communicate material, non-public information to others in violation of the law. This conduct is frequently referred to as "insider trading." This policy applies to every officer, director, and employee of the Firm and extends to activities within and outside their duties with the Firm. It covers not only personal transactions of Firm Personnel, but indirect trading by family, friends and others, or the non-public distribution of inside information from you to others. Every officer, director, and employee must read and retain this policy statement. Any questions regarding the policy and procedures should be referred to the Chief Compliance Officer.

The term "insider trading" is not defined in the Federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an "insider") or the communications of material nonpublic information to others who may then seek to benefit from such information.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(a) Trading by an insider, while in possession of material non-public information; or

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(b)

Trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or

(c)

Communicating material non-public information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below.

Who is an Insider? The concept of "insider" is broad. It includes officers, directors, and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

What is Material Information? Trading on inside information can be the basis for liability when the information is material. In general, information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers, directors, and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, a significant cybersecurity incident experienced by the company that has not yet been made public, and extraordinary management developments.

What is Non-Public Information? Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, the Wall Street Journal, or other publications of general circulation would be considered public. (Depending on the nature of the information, and the type and timing of the filing or other public release, it may be appropriate to allow for adequate time for the information to be "effectively" disseminated.)

Reason for Liability. (a) Fiduciary duty theory - in 1980, the Supreme Court found that there is no general duty to disclose before trading on material non-public information, but that such a duty arises only where there is a direct or indirect fiduciary relationship with the issuer or its agents. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material non-public information or refrain from trading. (b) Misappropriation theory - another basis for insider trading liability is the 'misappropriation" theory, where liability is established when trading occurs on material non-public information that was stolen or misappropriated from any other person.

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Penalties for Insider Trading. Penalties for trading on or communicating material nonpublic information are severe, both for individuals and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

civil injunctions

treble damages

disgorgement of profits

jail sentences

fines for the person who committed the violation of up to three times the profit gained, or loss avoided, whether or not the person actually benefited, and

fines for the employer or other controlling person of up to the greater of $1 million or three times the amount of the profit gained, or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Firm, including dismissal of the persons involved.

SECTION II - PROCEDURES

The following procedures have been established to aid the officers, directors, and employees of the Firm to avoid insider trading, and to aid in preventing, detecting, and imposing sanctions against insider trading. Every officer, director, and employee of the Firm must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability, and/or criminal penalties. If you have any questions about these procedures, you should consult the Chief Compliance Officer.

Identifying Inside Information. Before trading for yourself or others, including private accounts managed by the Firm, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

ii.

Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, or other publications of general circulation?

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If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and non-public, you should take the following steps:

Report the matter immediately to the Chief Compliance Officer.

ii.

Do not purchase or sell the security on behalf of yourself or others, including investment companies or private accounts managed by a Provider.

iii.

Do not communicate the information to anybody, other than to the Chief Compliance Officer.

iv.

After the Chief Compliance Officer has reviewed the issue, you will be instructed to either continue the prohibitions against trading and communication, or you will be allowed to communicate the information and then trade.

Restricting Access to Material Non-public Information. Any information in your possession that you identify as material and non-public may not be communicated other than in the course of performing your duties to anyone, including persons within your company, except as provided in paragraph I above. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted.

Resolving Issues Concerning Insider Trading. If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

SECTION III – SUPERVISION

The role of the Chief Compliance Officer is critical to the implementation and maintenance of this Statement on Insider Trading. These supervisory procedures can be divided into two classifications, (1) the prevention of insider trading, and (2) the detection of insider trading.

Prevention of Insider Trading

To prevent insider trading the compliance official should:

(a)

Answer promptly any questions regarding the Statement on Insider Trading;

(b)

Resolve issues of whether information received by an officer, director, or employee is material and non-public;

(c)

Ensure that officers, directors, and employees review, at least annually, and update as necessary, the Statement on Insider Trading by way of annual attestation of review of the Code of Ethics and Insider Trading Policies and Procedures in BasisCode; and

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(d)

When it has been determined that an officer, director, or employee has material nonpublic information,

(i)

Implement measures to prevent dissemination of such information, and

(ii)

If necessary, restrict officers, directors, and employees from trading the securities.

Detection of Insider Trading

To detect insider trading, the Chief Compliance Officer should:

(a) Review the trading activity of the accounts managed by the investment adviser;

(b) Coordinate, if necessary, the review of such reports with other appropriate officers, directors, or employees of the Firm.

Special Reports to Management

Promptly, upon learning of a potential violation of the Statement on Insider Trading, the Chief Compliance Officer must prepare a written report to management of the Firm providing full details and recommendations for further action.

Annual Reports

On an annual basis, the CCO will include the following information in the Chief Compliance Officer’s Annual Report to be completed in accordance with Rule 206(4)-7. The report to the management of the Firm will set forth the following:

(a)

A summary of the existing procedures to detect and prevent insider trading;

(b)

Full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation; and

(c)

An evaluation of the current procedures and any recommendations for improvement.

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Exhibit 99.B(p)(10)

Income Research + Management

Employee Code of Ethics for Personal

Investments and Insider Trading Policy

January 15, 2015

Table of Contents

INTRODUCTION
Am I subject to these rules?		1

RULES FOR EVERYONE
1.	Acknowledging your acceptance of the rules	2
2.	Complying with Federal Securities Laws	2
3.	Reporting violations to IR+M Compliance	2
4.	Pre-clearing political contributions and payments to foreign officials	2
5.	Disclosing all Covered Accounts and holdings in Covered Securities	3
6.	Disclosing new accounts and transactions in Covered Securities	4
7.	Opening new Covered Accounts while at IR+M	4
8.	Pre-Clearing trades in Covered Securities	5
9.	Pre-clearing gifts and entertainment	7
10.	Getting approval to trade in Covered Accounts owned by others	8
11.	Complying with the 60-day rule	8
12.	Pre-clearing outside activities	9
13.	Complying with IR+M Policy on Insider Trading	9
14.	Limitations on disclosure to IR+M Non-Access Shareholders	12

ADDITIONAL RULE FOR PORTFOLIO MANAGERS ONLY
1.	Failing to recommend a trade for a Portfolio	13

HOW WE ENFORCE THESE POLICIES		14

Introduction

This Employee Code of Ethics for Personal Investments and Insider Trading (“Code”) is designed to ensure that employees of Income Research + Management (“IR+M”) understand and honor their fiduciary duty towards IR+M’s clients and investors while placing the interests of IR+M’s clients and investors above their own. This fiduciary responsibility applies to all client portfolios that IR+M acts as an investment adviser, as well as to all of the investment companies (whether registered or unregistered) advised, sub-advised, or managed by IR+M (collectively, “Portfolios”). This fiduciary duty also means never taking unfair advantage of your relationship to the Portfolios or IR+M in attempting to benefit yourself or another party, and it means never acting in a way that interferes or conflicts with the operation of the Portfolios or IR+M’s business. Any behavior that violates your fiduciary duty—or that even gives the appearance of doing so—could harm IR+M’s business and reputation.

Because no set of rules can anticipate every possible situation, it is important that you follow the rules in the Code not just in letter, but also in spirit. Any activity that compromises IR+M’s integrity, even if it doesn’t expressly violate a rule, has the potential to be construed as a violation and may result in scrutiny or further action from IR+M Compliance.

All information obtained from you under this Code will normally be kept in strict confidence by IR+M and IR+M Compliance, except that reports of transactions and other information obtained from you may be made available to the U.S. Securities and Exchange Commission or any other regulatory or self-regulatory organization or other civil or criminal authority to the extent required by law or regulation, or to the extent considered appropriate by IR+M Compliance. In addition, in the event of violations or apparent violations of the Code, this information may be disclosed to affected IR+M clients.

Am I subject to these rules?

Yes. The Code applies to all full-time IR+M Employees, part-time employees, interns, and temporary employees. “IR+M Employees” may also include temporary employees from agencies and, in some circumstances, independent contractors.

Some rules may also apply to other people whose relationship to you makes them a “Covered Person.” A Covered Person includes:

· You

· Your spouse, or a domestic partner(1) who shares your household

· Any of your children, stepchildren, and grandchildren, parents, step-parents, grandparents, siblings, parents-, children-, or siblings-in-law (whether related by blood, adoption, or marriage) if such person: (i) shares your household, and (ii) is supported financially by you

· Anyone else deemed by IR+M Compliance to be a Covered Person

* * *

(1) A domestic partner may arise from situations including; the filing of documentation with a government agency declaring a domestic partnership; or, those created by signing an affidavit for purposes of receipt of employment benefits.

WHAT DO I HAVE TO DO?

1. Acknowledge your acceptance of the rules

When you start working at IR+M, and again each year after that, you’re required to acknowledge your acceptance of the Code and its rules.

TO DO:

If you are a new Employee:

· Submit the Code Acknowledgment Form within 10-days of your hire

If you are a current Employee:

· Submit the Code Acknowledgment Form prior to the stated deadline

2. Comply with Federal Securities Laws

In addition to complying with the rules in this Code, you also need to comply with certain Federal Securities Laws(2).

3. Report violations to IR+M Compliance

If you become aware of any violation of the Code, whether committed by you or others, you must promptly report the violation to IR+M Compliance.

TO DO:

· Promptly notify IR+M Compliance of any actual or perceived violation of the Code

IR+M Compliance will keep confidential the identity of the person reporting a violation and no retaliation is permitted against someone who reports a violation.

4. Pre-clearing political contributions and payments to foreign government officials

Pay-to-Play Rules and the Foreign Corrupt Practice Act prohibit certain entities from making payments to government officials and candidates for office. Please refer to IR+M’s Pay-to-Play/FCPA Compliance Policy for additional information.

TO DO:

Prior to you or your Covered Persons making a political contribution to any domestic public officials or candidate, or payment to any foreign official, you must first obtain pre-clearance from IR+M Compliance.

(2) Federal Securities Laws include, but are not limited to, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, certain provisions of the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, Title V of the Gramm-Leach-Bliley Act, the Bank Secrecy Act, and all rules established under these Acts.

5. Disclose Covered Accounts and holdings in Covered Securities

All Employees must disclose information about their Covered Accounts and Covered Securities.

A “Covered Account” is:

· Any security account that holds, or has the potential to hold, securities; and

· You or a Covered Person has actual or potential investment control over the security account and/or benefits financially from the security account.

A “Covered Security” is:

· Any type of equity or debt security

· Any rights to acquire, dispose of or otherwise relating to the security

· Put and call options

· Warrants and convertible securities

· Any other derivative instrument based on a security

· Shares of mutual funds and Exchange Traded Funds (ETFs) advised or sub-advised by IR+M

A “Covered Security” does NOT include:

· Direct obligations of the United States government

· Money market instruments (i.e., bankers’ acceptances, bank CDs, commercial paper, high quality short-term debt instruments, and repurchase agreements)

· Shares of money market funds

· Shares of mutual funds not advised or sub-advised by IR+M

· Transactions in units of a Unit Investment Trust if invested exclusively in unaffiliated Funds

· Transactions in ETFs not sub-advised by IR+M

TO DO:

New Employees:

Within 10-days of your hire or of being notified that the Code applies to you:

· Arrange for duplicate copies of all your trade confirmations and monthly Covered Account statements to be sent to IR+M Compliance

· Complete and submit an Initial Holdings Report showing all of your and your Covered Persons’ Covered Accounts and holdings of Covered Securities. If you don’t have anything to report, please use the Initial Holdings Report to tell us so.

Current Employees:

Annually, complete and submit an Annual Holdings Report by a date specified by IR+M Compliance. The Annual Holdings Report will require you to show all of your and your Covered Persons’ Covered Accounts and holdings of Covered Securities. If you don’t have anything to report, please use the Annual Holdings Report to tell us so.

6. Disclosing new Accounts and transactions in Covered Securities

At the end of each calendar quarter, you need to disclose to IR+M Compliance new Covered Accounts opened by you or your Covered Persons during the quarter, as well as transactions in Covered Securities you or your Covered Persons made during the quarter.

TO DO:

Complete a Quarterly Transaction Report by a date specified by IR+M Compliance. The Quarterly Transaction Report will ask if you or your Covered Persons opened a new Covered Account during the quarter and/or transacted in Covered Securities. If you or your Covered Persons did not open a new Covered Account or transacted in Covered Securities, please use the Quarterly Holdings Report to tell us.

7. Opening Covered Accounts while at IR+M(3)

While at IR+M, if you open a new Covered Account, it must be maintained at an IR+M approved broker.

TO DO:

· Ask IR+M Compliance to provide you with a list of IR+M-approved brokers

· Open new Covered Accounts at an IR+M-approved broker

· Report newly opened Covered Accounts on the next Quarterly Transaction Report

Exceptions

With approval from IR+M Compliance, you or a Covered Person can open a Covered Account at a financial institution other than an IR+M approved broker if any of the following apply:

· It contains only securities that can’t be transferred

· It exists solely for products or services that are unlike any that an IR+M-approved broker provides or advises

· It exists solely because your Covered Persons’ employer also prohibits external Covered Accounts

· It is managed solely by a third-party registered investment adviser

· It is associated with an ESOP (employee stock option plan) or an ESPP (employee stock purchase plan) in which a related Covered Person is the participant

· It is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company in which regularly scheduled investments are made or planned

(3) This requirement does not apply to part-time or temporary employees, interns, and independent contractors.

· It is required by a trust agreement

· It is associated with an estate of which you are the executor, but not a beneficiary, and your involvement with the account is temporary

· The holdings are maintained in a retirement plan or other defined benefit or defined contribution plan that prohibits the transfer of these holdings to an IR+M-approved broker

· You can show that transferring the holdings would create a significant hardship

TO DO:

· Contact IR+M Compliance for permission to maintain an external Covered Account

· Provide a current statement for each external Covered Account

· For DPPs, and ESPPs (if applicable) provide the investment schedule to which regular investments are being made or will be made

8. Pre-Clearing trades in Covered Securities

You need to pre-clear trades in Covered Securities to reduce the possibility of conflicts between trades you personally make and trades made by Portfolios. When you apply for pre-clearance, you’re not just asking for approval — you’re guaranteeing that you:

· Don’t have any Inside Information on the security you want to trade

· Are not using knowledge of actual or potential Portfolio trades to benefit yourself or others

· Believe the trade is available to other investors on the same terms

· Will provide any relevant information requested by IR+M Compliance

Rules relating to pre-clearance

You and Covered Person must pre-clear all proposed orders to buy or sell a Covered Security. It’s important to understand these rules before requesting pre-clearance:

· You have to apply for pre-clearance the same day you want to trade and prior to placing the trade

· Pre-clearance approval is only good for one day. If you don’t use it that day, it expires

· Place day orders only (orders that automatically expire at the end of the trading session). Good-till-cancelled orders (orders that stay open indefinitely until the market price of a security reaches a specified price) are generally not permitted

· Check the status of all orders at the end of the day and cancel any open orders. If you or a Covered Person leaves an order open and it’s executed the next day (or later), it will generate a violation

· Unless an exception applies or IR+M Compliance determines otherwise, these pre-clearance rules apply to all your Covered Accounts, including accounts at an IR+M-approved broker and any other brokerage accounts

Prohibited Trades

You or your Covered Persons may not transact in any Covered Security that is:

· Issued by a client for a period of fifteen (15) days after you meet with that client

· Purchased or sold on behalf of a Portfolio within the previous five (5) business days. This provision does not apply to simultaneous execution of personal accounts managed by IR+M and client trades in an aggregated order

Prohibited Trading Activities

· Short selling

· Using derivatives to circumvent the rules

· Participating in an investment club or similar entity

· Using your knowledge of transactions in Portfolios to profit by the market effect of those transactions

· Influencing any Portfolio to act for the benefit of any other party other than the Portfolio itself (e.g., influence a Portfolio trade decision in order to affect that security’s price or to advance your own interests or the interests of a third party seeking to have a business relationship with IR+M)

· Attempting to defraud a Portfolio or the market

Exceptions

With the prior approval of IR+M Compliance, there are a few situations where you may be permitted to trade without pre-clearing:

· Trades in a Covered Account that is professionally managed by a third party

· Trades made through an automatic, regular program that has been disclosed to and approved by IR+M Compliance

· The receipt or delivery of any gift of a Covered Security

· When you can show repeated rejection is causing a significant hardship

TO DO:

· Notify Compliance of any accounts that are professionally managed by a third party.

TO DO:

To avoid errors and possible sanctions, use these step-by-step instructions to apply for pre-clearance:

1. Sign-on to Compliance Science’s Personal Trading Control Center (“PTCC”)

2. In your Employee Work Center, click “Trade Request” under the “Pre-clearance” tab

3. Read the instructions

4. Enter the transaction type (buy or sell)

5. Enter the approximate quantity of the transaction

6. Look-up and enter the Covered Security you want to trade

7. If your transaction is not a market buy or sell and something like a limit order, please provide information about the trade in the “Additional Info” box. Use this box to provide any other relevant information about the trade

8. Submit your request and await approval / denial from IR+M Compliance

9. Check the status of your order at the end of the day and cancel any orders that have not been filled

Pre-clearance requests will expire at the close of business on the day the request was submitted. If you do not execute your trade within this window, please submit another preclearance request when you are ready to execute your transaction.

9. Pre-clearing gifts, gratuities, and entertainment

You must report all entertainment, gratuities, or gifts offered to or received from broker-dealers and/or union officials. If you believe other entertainment or gifts offered or received present the appearance of a conflict of interest, please bring it to the attention of IR+M Compliance.

You or your Covered Persons may not seek or accept gifts, favors, preferential treatment or special arrangements of material value from any third-party (including brokers, dealers, investment advisers, banks, financial institutions or other suppliers of goods or services to IR+M), on behalf of itself or its clients as it relates to the Portfolios.

You may NOT accept:

· Gifts that exceed $100 from the same source during the same calendar year

· Entertainment of a recurring nature from the same source, or total entertainment from all sources that is deemed to be excessive by IR+M Compliance

· The cost of transportation to, and lodging and meals while in, a place outside the Boston Metropolitan area, unless the receipt of these items has been approved in advance by IR+M Compliance

You MAY accept:

· Occasional dining conducted for business purposes

· Occasional attendance at theater, sporting or other entertainment events

· Occasional social events conducted for business purposes

· Gifts that do not exceed $100 from the same source during the same calendar year

TO DO:

To avoid errors and possible sanctions, use these step-by-step instructions to apply for pre-clearance:

1. Sign-on to Compliance Science’s PTCC

2. In your Employee Work Center, click “Gifts & Entertainment Request” under the “Pre-clearance” tab

3. Read the instructions

4. Enter the appropriate information to the best of your ability

5. Submit your request and await approval / denial from IR+M Compliance

10. Getting approval to trade in Covered Accounts owned by others

You or your Covered Persons can’t exercise trading authority over any account that is not a reported Covered Account. With prior approval from IR+M Compliance, you can maintain and exercise trading authority over an account owned by a member of your family, even if it doesn’t fall under the definition of Covered Account. An example of trading in a Covered Account owned by others is serving as an executor of an estate.

Once approved, the account will be subject to the same reporting and pre-clearance rules as your Covered Accounts, and its owner(s) will be considered Covered Person(s).

TO DO:

If you are a new Employee

· Take immediate steps to terminate any authority you may have to trade Covered Securities in a non-Covered Account

· To request an exception from this rule, submit a request to IR+M Compliance. Don’t direct any trades in the account without written approval from IR+M Compliance

If you are a current Employee:

· If you want to trade in an account that may qualify for an exception, submit a request to IR+M Compliance. Don’t execute any trades in the account until you get written approval from IR+M Compliance.

11. Complying with applicable trading limits: the 60-day rule

Excessive personal trading is strongly discouraged. Any trade you submit for pre-clearance will be matched against any previous purchase or sale of the same Covered Security. If the

Covered Security was purchased or sold within the previous sixty (60) days of the current pre-clearance request, and you are seeking to take the opposite side of the previous trade, your pre-clearance request will be denied and you will not be allowed to purchase or sell that particular Covered Security.

Exceptions

This rule doesn’t apply to the following:

· Transactions made in a Covered Account that is professionally managed by a third-party investment adviser who has discretionary trading authority. To take advantage of this exception, you need written approval in advance from IR+M Compliance

12. Pre-clearing outside activities

To avoid any actual or perceived conflict of interest, you need to get advance approval to participate in certain activities outside of your employment at IR+M. Outside activities that need to be pre-clearance include:

· Serving as a director, trustee, or board member of an unaffiliated company or organization

· Serving as a trustee, executor, custodian or other fiduciary, or as a private investment adviser or counselor, for any outside account. This includes serving as an executor of an estate

· Becoming involved in consultations or negotiations for corporate financing, acquisitions, or other transactions for outside companies or organizations

· Any employment for compensation at an outside entity

TO DO:

Request approval from IR+M Compliance prior to participating in any covered activities

13. Complying with IR+M’s Policy on Insider Trading

The following is IR+M’s policy on Insider Trading and “Inside Information.” Inside Information means information about a company that is both “material” and “nonpublic.” This policy applies if you obtained the Inside Information as part of your job, or elsewhere. This policy also applies to any use of information obtained during your employment with IR+M, even if that occurs after your employment has ended. Insider trading laws impose severe sanctions for violations, and IR+M takes very seriously the need to ensure compliance with the insider trading laws and its own policies.

In order to understand and comply with this policy, you need to understand two definitions. These definitions are “material” and “nonpublic”

Material

Information is “material” if there’s a substantial likelihood that a reasonable investor

would consider the information important in making his or her investment decision, or if the information could reasonably be expected to affect the price of the security. The information doesn’t need to be so important that it would have changed the investor’s decision to buy or sell.

Some examples of material information include:

· Dividend changes

· Earnings estimate (or changes to earnings estimates)

· Significant merger and acquisition proposals or agreements

· Major litigation

· Extraordinary management developments

Nonpublic

Information is “nonpublic” when it has not been circulated in a manner making it available to others. Information is “public” when it has been made available to others by means such as national business and financial news services (e.g., Dow Jones, Bloomberg or Reuters), and national news services (e.g., Associated Press, New York Times or Wall Street Journal). These are only examples and information may become public in other ways.

If you are ever in doubt if information you may have is “material” or “nonpublic,” do not trade in any security issued by the company in question and do not disclose that information to anyone else. Please contact, in person, IR+M’s Chief Compliance Officer who will advise you whether the information is Inside Information.

How may you come into possession of Inside Information?

You may come into possession of Inside Information in a variety of ways. Some examples include:

· In the course of seeking IR+M’s agreement with a proposed corporate action, the issuer may disclose Inside Information that it believes would be pertinent to IR+M’s evaluation of that proposed action

· In a discussion with an issuer, you may learn information about the issuer that is Inside Information

· You may learn Inside Information through personal sources, such as your spouse, whose company is involved in a transaction, or even from overhearing elevator conversations

The fact that you have learned Inside Information does not mean that you have done anything wrong. In fact, there are situations where you could learn Inside Information about a public company as a necessary part of performing your job. At the same time, where you do not need Inside Information in order to do your job, you should try to avoid receiving it.

What to do when you acquire Inside Information?

TO DO:

1. IMMEDIATELY CONTACT IR+M’S CHIEF COMPLIANCE OFFICER IN PERSON

If you believe you have “Inside Information,” contact IR+M’s Chief Compliance Officer (“CCO”) in person. Do NOT tell anyone else about the information, including your colleagues or manager.

The CCO will give you instructions as to what you should do. Those instructions might include the following:

· You may be told the information isn’t Inside Information and that you’re free to trade securities issued by the company in question, or disclose the information to others

· You may be told the information is Inside Information and you may not disclose the information to anyone else without clearance from the CCO

· You may be asked to sign a confidentiality letter or to follow additional procedures intended to prevent you from communicating the Inside Information to others

· A code name for the project or company may be designated. Once a code name is designated, that code name is to be used in all written or oral communications on the subject

2. DON’T TRADE IN ANY SECURITIES OF THE ISSUER

If you have Inside Information about a company, don’t trade any security of that company until you’re informed that you are free to do so. This applies to you and your Covered Persons’ Covered Accounts and the Portfolios. If you believe the Inside Information has become public information or that it is no longer Material, contact the CCO. However, do not trade until you have received clearance to do so.

3. DON’T RECOMMEND ANY SECURITIES OF THE ISSUER

Do not recommend to anyone else that they trade, or refrain from trading, any securities of the issuer. Recommendations are prohibited even if you do not disclose the Inside Information.

4. DON’T DISCLOSE THE INFORMATION TO ANYONE ELSE

To avoid disabling IR+M and other Employees from trading in securities of an issuer when only one Employee has Inside Information, it’s often necessary to create information barriers to “wall off” those who know from those who don’t know the information. Without information barriers, the knowledge of one Employee could be imputed to IR+M as a whole. To avoid this, please following the below procedures:

· Do not tell your manager

· Do not tell other employees, including those who you believe need to know the information in order to do their jobs.

· Do not tell anyone else outside of IR+M, including accountants, employees, or directors of the issuer.

5. TAKE OTHER STEPS TO PROECT THE CONFIDENTIALITY OF INSIDE INFORMATION

Don’t leave documents containing Inside Information at copiers, in conference rooms, or in any other place where they could be viewed by others. When such documents are not being used, please follow these helpful tips:

· Store them in a secure location

· Shred or discard in secure locked disposal bin

· Use passwords or other means to limit access to computer material containing Inside Information

· Do not discuss Inside Information in public places, such as social gatherings, hallways, open office areas, elevators, restaurants, trains, taxi cabs, other public transportation, or places where you might be overheard

Sanctions

Violations of this policy may also constitute violations of insider trading laws. Penalties for violating applicable laws and regulations are severe, and may include substantial fines against those who misuse Inside Information, against their supervisors and management, and against IR+M. Other sanctions possibly include jail sentences, industry bars, or a combination of these sanctions.

If you violate this policy, whether or not your conduct violates insider trading laws, you will be subject to disciplinary action by IR+M up to and including termination.

14. Limitations on disclosure to IR+M Non-Employee Shareholders

Do not disclose to any Non-Employee Shareholder nonpublic information regarding trading activities or investment recommendations of any Portfolio. If you believe that this information has become public, you should contact IR+M Compliance and receive an express clearance from the CCO before disclosing such information to Non-Employee Shareholders.

* * *

ADDITIONAL RULES FOR PORTFOLIO MANAGERS, TRADERS, and ANALYSTS

Failing to recommend a trade for a Portfolio

Employees who have responsibility for managing Portfolios (e.g., portfolio managers, traders, and analysts) cannot refrain from recommending or trading a suitable security for a Portfolio in order to avoid an actual or apparent conflict of interest with a transaction in that same security in one of your Covered Accounts.

TO DO:

Any time a Portfolio Manager receives directly from an issuer material information about that issuer that is publicly available, you must check to see if that information has been disclosed to IR+M. If not, you must communicate that information to IR+M Compliance before you trade any securities of that company in a Covered Account.

* * *

HOW WE ENFORCE THIS CODE

IR+M Compliance reviews all materials it receives in conjunction with the Code. If these reviews turn-up information that is incomplete, questionable, or potentially in violation of the rules of the Code, IR+M Compliance will investigate the matter and may contact you.

IR+M takes all Code violations seriously. You should be aware that other securities laws and regulations not addressed by the rules in this Code may also apply to you, depending on your role at IR+M.

This Code reflects IR+M’s desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but those situations involving even the appearance of conflicts of unethical conduct. All IR+M Employees’ and their Covered Persons’ actions and activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of our position of trust and responsibility.

Sanctions

If it is determined that you or any of your Covered Persons has violated the rules in this Code, IR+M Compliance, or another appropriate party, may take action. Sanctions for violations of this Code may include:

· A written warning

· A written note to your HR Personnel File

· Revocation of personal trading activity

· Imposition of fines

· Suspension of employment

· Demotion

· Termination of employment

· Referral to civil or criminal authorities

Fines

In light of the above listed sanctions, IR+M Compliance may assess the following minimum fines for the following violations:

Personal Transaction Violations

Failure to pre-clear a personal transaction will normally result in a fine, you having to reverse the trade and bear all costs in doing so, and a written note to your HR Personnel File. Fines will be assessed as follows:

· First offense: up to $500

· Second offense: up to $1,000

· Third offense: up to $5,000

Pre-clearance Violations

Failure to pre-clear or report the following activities will normally result in a fine up to $500 and a written note to your HR Personnel File:

· Outside business or fiduciary activities

· Receipt of gifts or entertainment

· Payments to foreign government officials

· Political contributions

Reporting Violations

Failure to provide all required Code reports and related documentation within the stated deadlines will normally result in a fine up to $500 and a written note to your HR Personnel File.

The above referenced monetary fines must be donated to a charity of your choice. You must provide written confirmation and proof of payment.

Exceptions

If you believe you qualify for an exception to the rules in this Code, you need to get prior approval from IR+M Compliance. The way to request an exception is discussed in the text of the relevant rules of this Code. However, if you believe that you have a situation that warrants an exception and it is not discussed in this Code, please submit a written request to IR+M Compliance. Your request will be considered by IR+M Compliance in consultation with members of IR+M Senior Management, if appropriate, and you will be notified of the outcome.

Nature of these rules

These rules create an obligation of all IR+M Employees and their Covered Persons to IR+M and its Client’s Portfolios. These rules, however, are not a promise or contract, and may be modified at any time by IR+M Compliance. IR+M Compliance also retains the discretion to decide if any rule applies to a specific situation, how it should be interpreted, and any resulting sanction.

Legal information

This Code has been adopted by IR+M to: (1) comply with the provisions of Rule 17j-1 under the Investment Company Act of 1940, and the provisions of Rules 204A-1, 204-2(a)(12), and 204(a)(13) under the Investment Advisers Act of 1940; and (2) prevent violations of insider trading laws. IR+M is required to provide a copy of this Code, and any amendments to it, to all employees covered under it.

Exhibit 99.B(p)(11)

July 2020

LAM Compliance Manual

Appendix L

Code of Ethics and Personal
Investment Policy

CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

For

Lazard Asset Management LLC

Lazard Asset Management Securities LLC

Lazard Asset Management (Canada), Inc.

And

Certain Registered Investment Companies

This Code of Ethics and Personal Investment Policy (the “Policy” or this “Code”) has been adopted by Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada), Inc. (collectively “LAM”), and the U.S.-registered investment companies advised, managed or sponsored by LAM that have adopted this Policy (“LAM Funds”), to set forth (A) the standards of business conduct expected of Covered Persons (as defined below) and (B) certain procedures designed to minimize conflicts and potential conflicts of interest between LAM employees and LAM’s Clients (including the LAM Funds), and between LAM Fund directors or trustees (“Directors”) and the LAM Funds. The Policy is intended to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”) and NFA Compliance Rule 2-9. Section II of the Policy, in particular, is designed to prevent fraudulent or manipulative practices, including such practices respecting purchases or sales of Securities held or to be acquired by LAM Client accounts. It is also designed to prevent such practices, including short-term trading or “market timing,” as they relate to Covered Persons’ investments in open-end mutual funds whether or not managed by LAM.

All employees of LAM, including employees who serve as Fund officers or directors, are treated as access persons under the Advisers Act. They are herein referred to as “Covered Persons,” and are required to adhere to this Policy as well as all laws and regulations applicable to LAM’s business activities. Consultants to LAM also may be deemed Covered Persons by LAM’s Chief Compliance Officer and his/her designees. Additionally, all Directors of the Funds are subject to this Policy as indicated below.

I. Statement of Principles

LAM is an investment adviser registered with the Securities and Exchange Commission and offers discretionary and non-discretionary asset management services to its Clients, including the Funds. Accordingly, LAM and its employees serve as fiduciaries to these Clients. This fiduciary relationship requires LAM and Covered Persons to adhere to the highest standards of ethical conduct and seek to avoid even the appearance of improper behavior. In addition, when acting as fiduciaries LAM and Covered Persons must place the interests of the firm’s Clients above their own. (Detailed descriptions of LAM’s fiduciary duties are set forth in Section 1 of the LAM Compliance Manual.)

In order to promote compliance with these fiduciary duties, and to manage potential conflicts of interest, LAM has adopted without limitation:

	•	The personal investment procedures set forth in Section II of this Policy;

	•	Restrictions on the provision and receipt of gifts and business entertainment, as set forth in Section 33 of the LAM Compliance Manual;

•

The political contribution pre-clearance requirements set forth in Section 36 of the LAM Compliance Manual;

•

The outside business activity pre-clearance requirements set forth in Section 34 of the LAM Compliance Manual;

•

The policies promoting best execution and prohibiting directed brokerage consistent with Rule 12b-1(h)(1) under the 1940 Act, as set forth in Section 16 of the Compliance Manual;

•

The insider trading and Lazard Information Barrier policies set forth in Section 32 of the LAM Compliance Manual; and

•

Policies requiring adherence to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, as set forth in Section 4 of the LAM Compliance Manual.

LAM employees are also bound by the Lazard Ltd Code of Business Conduct and Ethics, a copy of which is published on Lazard.com.

Ensuring compliance with the firm’s policies and applicable laws is the responsibility of every Covered Person. LAM employees are required to report suspected violations to their supervisors or the LAM Legal & Compliance Department. As a matter of policy, LAM will not retaliate against individuals who report suspected violations in good faith. (Details of LAM’s non-retaliation policy may be found in Section 1 of the LAM Compliance Manual.)

II.

Personal Investment Policy & Procedures

A. Overview

All Covered Persons owe a fiduciary duty to LAM’s Clients when conducting their personal investment transactions. Covered Persons must place the interest of Clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the Clients. The fundamental standard to be followed in personal securities transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.

Covered Persons are reminded that they also are subject to other policies of LAM, including the policies noted above concerning insider trading and the receipt of gifts and entertainment. It bears noting that Covered Persons must never trade in a security while in possession of material, nonpublic information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.

LAM’s Chief Compliance Officer shall be responsible for supervising the firm’s implementation of this Code and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate certain of the functions under this Policy to others in the Legal & Compliance Department, and shall promptly report to LAM’s General Counsel or the Chief Executive Officer all material violations of, or material deviations from, this Policy. This Policy will be delivered as appropriate to the Directors, who also will be asked to approve any material amendments to the Policy.

B. Definitions

“Investment Personnel” of a LAM Fund or LAM, for purposes of this Policy, includes:

Any employee of the LAM Fund or LAM (or of any company in a control relationship to the LAM Fund or LAM) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the LAM Fund.

Any natural person who controls the LAM Fund or LAM and who obtains information concerning recommendations made to the LAM Fund regarding the purchase or sale of securities by the LAM Fund.

“Personal Securities Accounts,” for purposes of this Policy include any account in or through which a Security can be purchased or sold, which includes, but is not limited to, a brokerage account; a custody account; a bank account; an individual retirement account; a 401(k) plan account that allows investments in Securities beyond open-end mutual funds; and variable annuity accounts or variable life insurance policies that allow investments in Securities beyond open-end mutual funds. Such Personal Securities Accounts include:

Accounts in the Covered Person’s or Director’s name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A);

Accounts in the name of the Covered Person’s or Director’s spouse;

Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals living with the Covered Person or Director or for whose support the Covered Person or Director is wholly or partially responsible (together with the Covered Person’s or Director’s spouse and minor children, “Related Persons”); 45

Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.

For purposes of this Policy, Personal Securities Accounts do not include the following, and each such Account and any transaction in Securities in such Account are not subject to Section II.C through Section II.I of this Policy⁴⁶:

1. Estate or trust accounts in which a Covered Person or Related Person has a beneficial interest, but no power to affect investment decisions, and fully discretionary accounts managed by LAM, another registered investment adviser, a registered representative of a registered broker-dealer or another person/entity approved by the Legal & Compliance Department are permitted to be excepted from the definition if, (i) for Covered Persons and Related Persons, the Covered Person receives permission from the Legal & Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser (or such other approved person/entity) to the account and such person with regard to investment decisions prior to execution;

2. Other accounts over which the Covered Person or Related Person has no direct or indirect influence or control, provided the Covered Person obtains consent to maintain the account, and permission to be excepted from the definition, by the Legal & Compliance Department;

3. 401(k) plan account and similar retirement accounts that permit the participant to invest only in open-end mutual funds and where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds;⁴⁷

4. Accounts that may only invest in open-end mutual funds that are not LAM Funds or Sub-Advised Funds, or similar accounts (e.g., direct investment accounts at mutual fund sponsor firms, variable annuity/life contracts issued by investment companies registered under the 1940 Act) where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds.

5. Qualified state tuition programs (also known as “529 Programs”) where investment options and frequency of transactions are limited by state or federal laws.

⁴⁵ Unless otherwise indicated, all provisions of this Code apply to Related Persons.

⁴⁶ Except that Investment Personnel of a LAM Fund or LAM are not exempt from Section II.D.1 through Section II.D.5 of this Policy with respect to transactions in Securities through such accounts.

⁴⁷ In particular, LAM employee 401(k) accounts at Fidelity are not Personal Securities Accounts. However, Fidelity Broker-Link brokerage accounts that are linked to employee 401(k) accounts are Personal Securities Accounts.

A “Security” or “Securities,” for purposes of this Policy, generally includes any instrument defined in Section 2(a)(36) of the 1940 Act, including the following:

1. stocks

2. corporate bonds

3. shares of closed-end funds, exchange-traded funds (commonly referred to as “ETFs”), exchange-traded notes (“ETNs”) and unit investment trusts

4. shares of open-end mutual funds (including the LAM Funds or any mutual fund for which LAM serves as a sub-adviser (“Sub-Advised Funds”))⁴⁸

5. interests in hedge funds

6. interests in private equity funds

7. limited partnerships

8. private placements or unlisted securities

9. debentures, and other evidences of indebtedness, including senior debt and, subordinated debt

10. investment, commodity or futures contracts

11. all derivative instruments such as swaps, options, warrants and structured securities

For purposes of this Policy, a Security does not include:

1. money market mutual funds

2. U.S. Treasury obligations (including state and municipal securities collateralized by U.S. Treasury obligations)

3. mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government

4. bankers’ acceptances

5. bank certificates of deposit

6. commercial paper

7. high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody's), including repurchase agreements.

8.Lazard-sponsored and managed employee securities companies or “ESC Funds”

C. Opening and Maintaining Employee Accounts

⁴⁸ A current list of Sub-Advised Funds is maintained by LAM’s operations group and shared with the Legal & Compliance Department and is available to employees upon request.

All Covered Persons and their Related Persons must generally maintain their Personal Securities Accounts at a broker-dealer approved by the Legal & Compliance Department which will electronically transmit Personal Securities Account information to the Compliance Science System (the “Approved Broker-Dealers”). Covered Persons and their Related Persons who have Personal Securities Accounts at a broker-dealer that is not capable of transmitting information to the Compliance Science System electronically generally will be required to transfer such Accounts to an Approved Broker-Dealer (including Fidelity Investments and Charles Schwab). A list of Approved Broker-Dealers is set forth in Exhibit B.

In rare cases, LAM’s Chief Compliance Office or his/her designee may allow Covered Persons or Related Persons to maintain Personal Securities Accounts at firms other than Approved Broker-Dealers where (A) Approved Broker-Dealers do not offer a particular investment product or service desired by the Covered Person or Related Person, or (B) a Related Person must maintain their Accounts at a specific broker-dealer, by reason of their employment, or (C) in other exceptional circumstances. Covered Persons may submit a request for exemption to the Legal & Compliance Department. For any Personal Securities Account not maintained at an Approved Broker-Dealer, Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal & Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 56^th Floor, New York, NY 10112-6300. All other provisions of this policy will continue to apply to any Personal Securities Account that is not maintained at an Approved Broker-Dealer.

It is the responsibility of Covered Persons to disclose all relevant Personal Securities Accounts to LAM’s Legal & Compliance Department. Pursuant to Section H below, new Covered Persons must disclose their Personal Securities Accounts, and those of their Related Persons, through the Compliance Science System (or directly to the Legal & Compliance Department) within ten (10) calendar days of joining LAM. Existing Covered Persons must disclose new Personal Securities Accounts for which they or their Related Persons have a beneficial interest promptly to the Legal & Compliance Department, before any trading in Securities takes place.

D. Restrictions

All trades by Covered Persons or Related Persons in Securities through Personal Securities Accounts must be pre-approved through the Compliance Science System (or directly by the Legal & Compliance Department where access to the System is not possible) pursuant to the procedures and exceptions set forth in Section E below (the “Pre-Clearance Requirement”).

1. Conflicts with Client Activity. Subject to the exceptions below, no Security may be purchased or sold in any Personal Securities Account seven (7) calendar days before or after a LAM Client account trades in the same security (the “Blackout Period”).

2. Conflicts with LAM Restricted List. No Security on the LAM Restricted List may be purchased or sold in any Personal Securities Account.

3. 90 Day Holding Period. Securities transactions, including transactions in LAM Funds or Sub-Advised Funds and any derivatives, must be for investment purposes rather than for speculation. Consequently, subject to Section E below, Covered Persons or their Related Persons may not purchase and sell the same Securities within ninety (90) calendar days (i.e., a security acquired may be sold on the 91^st day but not the 89^th day after acquisition), calculated on a First In, First Out (FIFO) basis (the “90 Day Hold”). Profits from sales that occur within the 90 Day Hold are subject to disgorgement or other sanctions pursuant to Section J below.

4. Public Offerings. No transaction for a Personal Securities Account may be made in Securities sold in an initial public offering or secondary offering.

5. Private Placements. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person or Related Person without the prior approval of LAM’s Chief Compliance Officer or his/her designee. Pre-approval of such investments must be requested by Covered Persons through the Compliance Science System. In connection with any decision to approve such a private placement, the Legal & Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire Securities in a private placement must disclose that investment when the Covered Person participates in a subsequent consideration of an investment in such issuer by or for a LAM Client and any decision by or made on behalf of the LAM Client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.

6. Private Funds. Private funds are sold on a private placement basis and as noted above are subject to prior approval by LAM’s Legal & Compliance Department through the Compliance Science System. In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his or her designee, will review a copy of the fund’s offering memorandum, subscription documents and other governing documents (“Offering Documents”), along with any side letters, as deemed appropriate in order to ensure that the proposed investment is being made in a manner that does not conflict with LAM’s fiduciary duties.

Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal & Compliance Department will contact the Fund of Funds Group (the “Team”) and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal & Compliance Department if the fund is on the Team’s approved list or if the Team is otherwise interested in investing Client assets in the fund. If the fund is not on the Team’s approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer will generally approve the Covered Person’s investment, unless other considerations warrant denying the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal & Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Person’s request will be denied and priority will be given to the Team to invest Client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Covered Person’s investment will be reviewed by the Chief Compliance Officer or his or her designee as described above.

7. Short Sales. Covered Persons are prohibited from engaging directly in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has received all necessary approvals, an investment in a hedge fund interest or other permitted Security that engages in short selling is permitted. Covered Persons are prohibited from buying or otherwise taking a "long" position in a put option when they do not hold the underlying stock since this can result in a short sale on the expiration date of the contract.

8. Inside Information. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures (“Inside Information”) as outlined in Section 32 of the LAM Compliance Manual.

9. Lazard Ltd Stock (LAZ). All trading in shares of LAZ by Covered Persons or Related Persons must be pre-cleared pursuant to Section F below, unless such trading is conducted by Lazard on behalf of Covered Persons or Related Persons through company programs. Trading in LAZ shares is subject to special trading prohibitions, the dates and conditions of which are determined by Lazard senior management; typically, LAZ trading will be prohibited beginning two weeks before each calendar quarter end through a date that is two business days after a public earnings announcement. Covered Persons are prohibited from entering into options contracts related to LAZ shares.

10. Levered ETFs and ETNs. Covered Persons and Related Persons are prohibited from trading in securities of levered ETFs or ETNs in their Personal Securities Accounts. These financial instruments are inconsistent with the provisions of this Code, insofar as they generally are designed to be held for short-term periods and can invite speculative trade decisions. Examples of prohibited levered ETFs and ETNs are set forth in Exhibit C.

11. Directorships. Covered Persons may not serve on the board of directors of any corporation or entity (other than a related Lazard entity) without the prior approval of LAM’s Chief Compliance Officer or General Counsel, pursuant to Section 34 of the LAM Compliance Manual.

12. Control of Issuer. Covered Persons and Related Persons may not acquire any security, directly or indirectly, for purposes of obtaining control of the issuer.

13. Prohibited Investment Platforms. Covered Persons are prohibited from maintaining Personal Securities Accounts on the retail-trading platform Robinhood Financial LLC. However, Fintech applications created by Approved Brokers are permitted under this Code.

E. Exemptions

The Chief Compliance Officer or his/her designee may determine that one of the following exemptions to the Policy applies:

1. Exemptions from Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold.

a) Investments in open-end mutual funds other than LAM Funds or Sub-Advised Funds are exempt from these three requirements. However, Covered Persons and Related Persons are required to trade in such fund shares in compliance with the applicable prospectus. For purposes of clarity, investments in LAM Funds and Sub-Advised Funds remain subject to the Blackout Period (to the extent applicable), Pre-Clearance Requirement and 90 Day Hold.

b) Investments in non-levered broad-based ETFs and ETNs to this Policy are also exempt from these three requirements; however, sales of any ETFs or ETNs in response to a margin call are subject to the Pre-Clearance Requirement.

c) Sales attributable to tax-loss harvesting by a Covered Person or Related Person are subject to the Pre-Clearance Requirement but are not subject to the 90 Day Hold or the Blackout Period.

d) Transactions in connection with corporate actions are also exempt from each of the Pre-Clearance Requirement, the Blackout Period and, as applicable, the 90 Day Hold.

e) Direct investment programs, which allow the purchase of Securities directly from the issuer without the intermediation of a broker-dealer are exempt from the Blackout Period and the 90 Day Hold, provided that: (i) the timing and size of the purchases are established by a pre-arranged schedule (e.g., dividend reinvestment plans); and (ii) the Covered Persons obtains Pre-Clearance prior to participating in such program. Covered Persons also must provide Required Reporting Information relating to such investments in the annual report as specified in Section H.4.

f) The Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold generally shall not apply to transactions for which the Covered Person or Related Person does not have, or has relinquished, control. Examples include trades related to (1) deferred compensation award vestings (exempt from all three); (2) the exercise of Security-related rights on a pro rata basis (exempt from all three); and (3) a commitment to trade predetermined amounts of a Security on a specific future date, pre-arranged with the Legal & Compliance Department (exempt from Blackout Period only).

2. Exceptions to the Pre-Clearance and/or Blackout Period

a) Discretionary Exceptions. Purchases or sales of Securities which receive the prior approval of the Chief Compliance Officer or, in his or her absence, another senior member of the Legal & Compliance Department, may be exempted from the Blackout Period if such purchases or sales are determined to be unlikely to have any material negative economic impact on or give rise to an appearance of impropriety with respect to any Client account managed or advised by LAM. For example, the Chief Compliance Officer or his/her designee may find no conflicts or improprieties where Client activity within a Blackout Period is related to non-material inflows or outflows rather than discretionary investment decisions.

b) De Minimis Exemptions. The Blackout Period shall not apply to any transaction in (1) an equity Security which does not exceed an aggregate transaction amount of $50,000 of the security, provided the issuer has a market capitalization greater than US $5 billion; (2) an equity Security which does not exceed an aggregate transaction amount of $25,000 of the security, provided the issuer has a market capitalization between US $500 million and US $5 billion; and (3) fixed income Securities, or series of related transactions, involving up to $25,000 face value of that fixed income security, provided that the issuer has a market capitalization of greater than US $5 billion for its equity Securities.

For purposes of clarity, any Securities subject to an exception above must be included on reports required to be submitted to the Legal & Compliance Department consistent with this Policy. Exceptions are not applicable to trades in any Security on the LAM Restricted List or trades in LAZ when a corporate trading prohibition is applicable.

F. Prohibited Recommendations

No Investment Personnel shall recommend or execute any Securities transaction for any LAM Client account under his/her discretionary management, without having disclosed, through the Compliance Science System or otherwise in writing, to the Chief Compliance Officer or his/her designee any direct or indirect interest in such Securities or issuers (including any such interest held by a Related Person). Similarly, no Investment Personnel shall execute any Securities transaction for his/her Personal Securities Account without having disclosed through the Compliance Science System or otherwise in writing, to the Chief Compliance Officer or his/he designee, any direct or indirect interest that LAM Client accounts under his/her discretionary management may have. The interest could be in the form of:

	1.	Any direct or indirect beneficial ownership of any Securities of such issuer;

	2.	Any contemplated transaction by the person in such Securities;

	3.	Any position with such issuer or its affiliates; or

	4.	Any present or proposed business relationship between such issuer or its affiliates and the Investment Personnel or any party in which such Investment Personnel have a significant interest.

The Exceptions in Section E(2), above, may apply to the pre-clearance requests subject to this Section F, within the discretion of the Chief Compliance Officer or his/her designee.

G. Transaction Approval Procedures – Compliance Science System

All Security transactions by Covered Persons and Related Persons in Personal Securities Accounts must receive prior approval from the LAM Legal & Compliance Department as described below. To pre-clear a transaction, Covered Persons must on behalf of themselves or a Related Person:

Electronically complete and “sign” the relevant trade request form in the Compliance Science system, completing all fields accurately [lam.complysci.com].

After the request is processed, the Covered Person will be notified by the Compliance Science System if the order is approved or not approved. If the order is approved, the Covered Person or Related Person is responsible to transmit the order to the broker-dealer where his or her account is maintained.

Trade approvals from the Compliance Science System are only valid for the business day in which they are issued. If the approved trade is not executed by the broker-dealer of the Covered Person or Related Person on the business day the approval is received, the proposed trade must be resubmitted to the Compliance Science System for re-approval.

Pre-clearance requests will be processed though the Compliance Science System each business day from approximately 8:30 a.m. ET through 3:45 p.m. ET. The Legal & Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. This is especially the case where pre-clearance requests are received late in the business day. Certain factors, such as time of day the order is submitted or length of time it takes to confirm Client activity, all play a role in the length of time it takes to preclear a transaction.

H. Required Reporting

Initial Certification. Within 10 days of becoming a Covered Person, such Covered Person must submit to the Legal & Compliance Department an acknowledgement that they have received a copy of this Policy, and that they have read and understood its provisions.

Initial Holdings Report. Within 10 days of becoming a Covered Person, the Covered Person must submit to the Legal & Compliance Department a statement of all Securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title, number of shares and principal amount of each Security, (ii) the name of any broker, dealer, insurance company, or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person; (i), (ii) and (iii), together with any other information required by the Compliance Science System, being the “Required Reporting Information”. The Required Reporting Information provided in this statement must be current as of a date no more than 45 days prior to the Covered Person’s date of employment at LAM.

Quarterly Report. Within 30 days after the end of each calendar quarter, each Covered Person must provide a statement including the Required Reporting Information to the Legal & Compliance Department via the Compliance Science System relating to Securities transactions executed during the previous quarter for all Personal Securities Accounts and any new Personal Securities Accounts in which any Securities were held established during the previous quarter for the direct or indirect benefit of the Covered Person. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

Annual Report. Each Covered Person shall submit within 45 days after the end of each calendar year an annual report to the Legal & Compliance Department via the Compliance Science System showing, as of the end of the calendar year the Required Reporting Information for each account in which any Securities are held for the direct or indirect benefit of the Covered Person or Related Persons. For purposes of clarity, a Covered Person’s investments in any direct investment program must be reported on the Covered Person’s annual report.

Annual Certification. All Covered Persons are required to certify annually via the Compliance Science System that they have (i) read and understand this Policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all Personal Securities Accounts and transactions required to be disclosed or reported pursuant to this Code. LAM will maintain a copy of this Policy on the intranet site accessible to all Covered Persons, and its annual certification request will identify the location of the Policy to all Covered Persons. Amendments to the Policy, if any, will be transmitted to Covered Persons electronically.

I. Fund Directors.

Each Director who is not an “interested person” (as defined in the 1940 Act) of a LAM Fund and who would be required to provide reports pursuant to Section II.H of this Policy solely by reason of being a Director is excepted from such reporting requirements pursuant to Rule 17j-1(d)(2), except that the Director shall make a quarterly report to the Legal & Compliance Department of transactions in Securities if the Director knew or, in the ordinary course of fulfilling his or her official duties as a Director should have known, that during the 15-day period immediately before or after the Director's transaction a LAM Fund on whose board the Director serves purchased or sold a Security, or the LAM Fund or LAM considered purchasing or selling the Security.

J. Sanctions.

The Legal & Compliance Department shall track all violations of this Policy and may impose appropriate sanctions, including without limitation warnings, disgorgement of trading profits to charity, and suspension of personal trading privileges. The Department shall report all material violations to LAM’s Chief Executive Officer or General Counsel, who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fines, or suspension / termination of the violator’s employment.

K. Retention of Records.

All records relating to personal Securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal & Compliance Department shall have the responsibility for maintaining records created under this policy.

L. Board Review.

The Chief Compliance Officer shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report regarding activity under this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

M. Other Codes of Ethics.

To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or, for an open-end Fund only, principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.

Exhibit A

EXPLANATION OF BENEFICIAL OWNERSHIP

You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or indirect “Pecuniary Interest” in the Securities.

You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect Pecuniary Interest in Securities:

	1.	Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. “Immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

	2.	Your interest as a general partner in Securities held by a general or limited partnership.

	3.	Your interest as a manager-member in the Securities held by a limited liability company.

	4.	A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

Your status as a trustee where either you or a member of your immediate family is a trust beneficiary.

Your status as a trust beneficiary and you have or share investment control over trust transactions.

Your status as a settler of a trust if you have the right to revoke the trust without the consent of a beneficiary and you have or share investment control over the Securities in the trust.

The foregoing is only a summary of the meaning of “beneficial ownership”. For purposes of the attached policy, “beneficial ownership” shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

Exhibit B

APPROVED BROKER-DEALERS

PREFERRED BROKERS

Fidelity

Charles Schwab

OTHER APPROVED BROKERS

Ameriprise Financial

Chase Investment Services Corp.

Citigroup

Commonwealth Financial Network

Dreyfus Brokerage Services

E*Trade

Edward Jones

Goldman Sachs

Interactive Brokers

JP Morgan Private Bank

Merrill Lynch

Morgan Stanley

RBC Wealth Mgmt/Advisor Services

T. Rowe Price

TD Ameritrade

UBS

Vanguard

Exhibit C

PROHIBITED LEVERED ETFs AND ETNs (EXAMPLES)
Note: This is not an exhaustive list of prohibited levered ETFs and ETNs.

Ticker	Name

AGA	DB AGRICULTURE DOUBLE SHORT
AGLS	ADVSHRS ACCUVEST GBL LNG SHR
AGQ	PROSHARES ULTRA SILVER
AMJL	CREDIT SUISSE X-LINKSMP2XLVGALRN
BAR	DIREXION DAILY GOLD BULL 3X
BARS	DIREXION DAILY GOLD BEAR 3X
BDCL	ETRACS 2X WELLS FARGO BDCI
BDD	DB BASE METALS DOUBLE LONG
BGU	DIREXION DAILY LARGE CAP BULL 3X
BGZ	DIREXION DAILY LARGE CAP BEAR 3X
BIB	PROSHARES ULTRA NASD BIOTECH
BIS	PROSHARES ULTRASHORT NAS BIO
BOIL	PROSHARES ULTRA BLOOMBERG NA
BOM	DB BASE METALS DOUBLE SHORT
BRIL	DIREXION DAILY BRIC BULL 3X
BRIS	DIREXION DAILY BRIC BEAR 3X
BRZS	DIREXION DAILY BRAZIL BEAR 3
BRZU	DIREXION DAILY BRAZIL BULL 3
BUNT	DB 3X GERMAN BUND FUTURES
BXDC	BARCLAYS ETN+SHORT C S&P 500
BXDD	BARCLAYS ETN+SHORT D S&P 500
BXUB	BARCLAYS ETN+LONG B S&P 500
BXUC	BARCLAYS ETN+LONG C S&P 500
BZQ	PROSHARES ULTRASHORT MSCI BR
CEFL	ETRACS MONTH PAY 2X LEV C/E
CHAU	DIREXION DAILY CSI 300 CHI A BULL 2X
CLAW	DIREXION DLY HOMEBLD SUP BEAR 3X
CMD	ULTRASHORT DJ-UBS COMMODITY PR
COWL	DIREXION DLY AGRI BULL 3X
COWS	DIREXION DAILY AGRI BEAR 3X
CROC	PROSHARES ULTRASHORT AUD
CSMB	X-LINKS 2XLEVRG MERGER ARB
CURE	DIREXION HEALTHCARE BULL 3X

CZI	DIREXION CHINA BEAR 3X SHARES
CZM	DIREXION CHINA BULL 3X SHARES
DAG	DB AGRICULTURE DOUBLE LONG
DDM	PROSHARES ULTRA DOW30
DEE	DB COMMODITY DOUBLE SHORT
DGAZ	VELOCITYSHARES 3X INVERSE NA
DGLD	VELOCITYSHARES 3X INVERSE GO
DGP	DB GOLD DOUBLE LONG ETN
DIG	PROSHARES ULTRA OIL & GAS
DPK	DIREXION DAILY DEV M BEAR 3X
DPST	DIREXION DLY REG BANKS BULL 3X
DRIP	DIREXION DLY SP OIL GAS EXP BEAR 3X
DRN	DIREXION DLY REAL EST BULL3X
DRR	MARKET VECTORS DBL SHORT EUR
DRV	DIREXION DLY REAL EST BEAR3X
DSLV	VELOCITYSHARES 3X INVERSE SI
DSTJ	JPMORGAN 2X SHORT TREASURY
DSXJ	JPMORGAN 2X SHORT 10 YR TREA
DTO	DB CRUDE OIL DOUBLE SHORT
DUG	PROSHARES ULTRASHORT OIL&GAS
DUST	DIREXION DAILY GOLD MINERS I
DVHL	ETRACS MON PAY 2XLEV HI INC
DVYL	ETRACS 2X DJ SEL DVD ETN
DWTIF	VELOCITYSHARES 3X INVERSE CR
DXD	PROSHARES ULTRASHORT DOW30
DXO	POWERSHARES DB CRUDE OIL 2X
DYY	DB COMMODITY DOUBLE LONG
DZK	DIREXION DLY DEV MKT BULL 3X
DZZ	DB GOLD DOUBLE SHORT ETN
EDC	DIREXION DLY EMG MKT BULL 3X
EDZ	DIREXION DLY EMG MKT BEAR 3X
EET	PROSHARES ULT MSCI EMER MKTS
EEV	PROSHARES ULTSHRT MSCI EM
EFO	PROSHARES ULTRA MSCI EAFE
EFU	PROSHARES ULTSHRT MSCI EAFE
EMLB	IPATH LONG ENHANCED MCSI EM IN
EMSA	IPATH SE MSCI EM INDEX ETN
EPV	PROSHARES ULTRASHORT FTSE EU
ERX	DIREXION DAILY ENERGY BUL 3X
ERY	DIREXION DLY ENERGY BEAR 3X
EUO	PROSHARES ULTRASHORT EURO
EURL	DIREXION DAILY FTSE EUROPE B
EURZ	DIREXION DAILY FTSE EUROPE B

EWV	PROSHARES ULTSHRT MSCI JAPAN
EZJ	PROSHARES ULTRA MSCI JAPAN
FAS	DIREXION DAILY FIN BULL 3X
FAZ	DIREXION DAILY FINL BEAR 3X
FBG	FI ENHANCED BIG CAP GR ETN
FBGX	FI ENHANCED LARGE CAP GROWTH
FCGL	DIREXION DAILY NATURAL GAS
FEEU	FI ENHANCED EUROPE 50 ETN
FIBG	CS FI ENHANCED BIG CAP GROW
FIEG	FI ENHANCED GLOBAL HI YLD
FIEU	CS FI ENHANCED EUROPE 50 ETN
FIGY	FI ENHANCED GLOBAL HIGH YLD
FINU	PROSHARES ULTRAPRO FINANCIAL
FINZ	PROSHARES ULTRAPRO SHORT FIN
FLGE	FI LARGE CAP GROWTH ENHANCED
FOL	FACTORSHARES 2X: OIL-S&P500
FSA	FACTORSHARES 2X: TBD-S&P500
FSE	FACTORSHARES 2X: S&P500-TBD
FSG	FACTORSHARES 2X: GOLD-S&P500
FSU	FACTORSHARES 2X: S&P500-USD
FXP	PROSHARES ULTRASHORT FTSE CH
GASL	DIREXION DLY NAT GAS BULL 3X
GASX	DIREXION DLY NAT GAS BEAR 3X
GDAY	PROSHARES ULT AUSTRALIAN DOL
GLDL	DIREXION DAILY GOLD BULL 3X
GLDS	DIREXION DAILY GOLD BEAR 3X
GLL	PROSHARES ULTRASHORT GOLD
GUSH	DIREXION DLY SP OIL GAS EXP BULL 3X
HAKD	DIREXION DAILY CYBER SEC BEAR 2X
HAKK	DIREXION DAILY CYBER SEC BULL 2X
HBU	PROSHARES ULTRA HOMEBUILDERS
HBZ	PROSHARES ULTRA SHORT HOMEBLD
HOML	ETRACS MON RESET 2X LEV ISE EHB
HYDD	DIREXION DAILY HIGH YIELD BEAR 2X
IGU	PROSHARES ULTRA INVEST GRADE
INDL	DIREXION DAILY MSCI INDIA BU
INDZ	DIREXION DAILY INDIA BEAR 3X
IPLT	2X INVERSE PLATINUM ETN
ITLT	POWERSHARES DB 3X ITAL TR BD
J10L	GUGGENHEIM INVERSE 2X S&P 50
J10U	GUGGENHEIM 2X S&P 500 ETF
JDST	DIREXION DLY JR GOLD BEAR 3X
JGBD	DB 3X INVERSE JAPANESE GOVT

JGBT	DB 3X JAPANESE GOVT BND FUT
JNUG	DIRXN DAILY JR BULL GOLD 3X
JPNL	DIREXION DAILY JAPAN 3X BULL
JPNS	JAPAN DAILY JAPAN 3X BEAR
JPX	PROSHARES U/S MSCI PAC X-JPN
KOLD	PROSHARES ULTRASHORT BLOOMBE
KORU	DIREXION DAILY SK BULL 3X
KORZ	DIREXION DAILY SOUTH KOREA
KRU	PROSHARES ULTRA S&P REGIONAL
LABD	DIREXION DAILY SP BIOTECH BEAR 3X
LABU	DIREXION DAILY SP BIOTECH BULL 3X
LBJ	DIREXION DLY LAT AMER BULL3X
LBND	DB 3X LONG 25+ YEAR TREASURY
LHB	DIREXION DLY LATIN AMER 3X
LMLP	ETRACS MNTH PAY 2XL WF MLP
LPLT	2X LONG PLATINUM ETN
LRET	ETRACS MON PAY 2XLEV MSCI SU REIT
LSKY	ETRACS MONTHLY 2XLEVERAGED ISE
LTL	PROSHARES ULTRA TELECOMMUNIC
MATL	DIREXION DLY BAS MAT BULL 3X
MATS	DIREXION DLY BAS MAT BEAR 3X
MDLL	DIREXION DAILY MID CAP BULL 2X
MFLA	IPATH LE MSCI EAFE INDEX ETN
MFSA	IPATH SE MSCI EAFE INDEX ETN
MIDU	DIREXION DLY MID CAP BULL 3X
MIDZ	DIREXION DLY MID CAP BEAR 3X
MLPL	ETRACS 2X LEV LG ALERIAN MLP
MLPQ	ETRACS 2X MON LEV ALER MLP INFRA
MLPZ	ETRACS 2X MON LEV SP MLP INDEX B
MORL	ETRACS MONTHLY PAY 2XLEVERAG
MVV	PROSHARES ULTRA MIDCAP400
MWJ	DIREXION DAILY MID CAP BULL 3X SHA
MWN	DIREXION DAILY MID CAP BEAR 3X SH
MZZ	PROSHARES ULTSHRT MIDCAP400
NAIL	DIREXION DAILY HOMEBL SUP BULL 3X
NUGT	DIREXION DAILY GOLD MINERS I
PILL	DIREXION DLY PHARMA MED BULL 2X
PILS	DIREXION DLY PHARMA MED BEAR 2X
PST	PROSHARES ULTRASHORT 7-10 YR
QID	PROSHARES ULTRASHORT QQQ
QLD	PROSHARES ULTRA QQQ
REA	RYDEX 2X ENERGY
REC	RYDEX INV 2X S&P ENERGY

RETL	DIREXION DLY RETAIL BULL 3X
RETS	DIREXION DLY RETAIL BEAR 3X
REW	PROSHARES ULTRASHORT TECH
RFL	RYDEX 2X FINANCIAL
RFN	RYDEX INV 2X FINANCIAL
RHM	RYDEX 2X HEALTH CARE
RHO	RYDEX INV 2X HEALTH CARE
RMM	RYDEX 2X S&P MIDCAP 400 ETF
RMS	RYDEX INVERSE 2X S&P MIDCAP
ROLA	IPATH LX RUSSELL 1000 ETN
ROM	PROSHARES ULTRA TECHNOLOGY
ROSA	IPATH SX RUSSELL 1000 ETN
RRY	RYDEX 2X RUSSELL 2000 ETF
RRZ	RYDEX INVERSE 2X RUSS 2000
RSU	GUGGENHEIM 2X S&P 500 ETF
RSU	GUGGENHEIM 2X S&P 500 ETF
RSW	GUGGENHEIM INVERSE 2X S&P 50
RSW1	GUGGENHEIM INVERSE 2X S&P 50
RTG	RYDEX 2X TECHNOLOGY
RTLA	IPATH LX RUSSELL 2000 ETN
RTSA	IPATH SX RUSSELL 2000 ETN
RTW	RYDEX INV 2X TECHNOLOGY
RUSL	DIREXION RUSSIA BULL 3X
RUSS	DIREXION DLY RUSSIA BEAR 3X
RWXL	UBS ETRACS M PY 2XLVG DJ INTL RELES
RXD	PROSHARES ULTRASHORT HEALTH
RXL	PROSHARES ULTRA HEALTH CARE
SAA	PROSHARES ULTRA SMALLCAP600
SBND	DB 3X SHORT 25+ YEAR TREAS
SCC	PROSHARES ULTRASHORT CONS SV
SCO	PROSHARES ULTRASHORT BLOOMBE
SDD	PROSHARES ULTRASHORT SC600
SDK	PROSHARES ULTSHRT RUS MC GRW
SDOW	PROSHARES ULTPRO SHRT DOW30
SDP	PROSHARES ULTSHRT UTILITIES
SDS	PROSHARES ULTRASHORT S&P500
SDYL	ETRACS 2X S&P DVD ETN
SFK	PROSHARES ULTSHRT R1000 GRW
SFLA	IPATH LX S&P 500 ETN
SFSA	IPATH SX S&P 500 ETN
SICK	DIREXION DLY HLTHCRE BEAR 3X
SIJ	PROSHARES ULTSHRT INDUSTRIAL
SINF	PROSHARES ULTRAPRO SHORT 10Y

SJF	PROSHARES ULTSHRT R1000 VALU
SJH	PROSHARES ULTRASHRT R2000 VA
SJL	PROSHARES ULTSHRT MC VALUE
SKF	PROSHARES ULTSHRT FINANCIALS
SKK	PROSHARES ULTSHRT RUS 2000 G
SMDD	PROSHARES ULTPRO SHRT MC400
SMHD	ETRACS MON PAY 2X LEV US SM CAP H
SMK	PROSHARES ULTRASHORT MSCI ME
SMLL	DIREXION DAILY SM CAP BULL 2X
SMN	PROSHARES ULTSHRT BASIC MAT
SOXL	DIREXION DAILY SEMI BULL 3X
SOXS	DIREXION DAILY SEMICON 3X
SPLX	ETRACS MNTHLY RESET 2XS&P500
SPUU	DIREXION DAILY S&P 500 2X
SPXL	DIREXION DAILY S&P 500 BULL
SPXS	DIREXION DAILY S&P 500 BEAR
SPXU	PROSH ULTRAPRO SHORT S&P 500
SQQQ	PROSHARES ULTRAPRO SHORT QQQ
SRS	PROSHARES ULTRASHORT RE
SRTY	PROSHARES ULTRAPRO SHRT R2K
SSDL	ETRACS MONTHLY 2X LEV ISE SSD IND
SSG	PROSHARES ULTSHRT SEMICONDUC
SSO	PROSHARES ULTRA S&P500
SYTL	DIREXION DAILY 7-10 YR TREA BULL 2X
SZK	PROSHARES ULTSHRT CONS GOODS
TBT	PROSHARES ULTRASHORT 20+Y TR
TBZ	PROSHARES ULTRASHORT 3-7 TSY
TECL	DIREXION DAILY TECH BULL 3X
TECS	DIREXION DAILY TECH BEAR 3X
TLL	PROSHARES ULTRASHORT TELECOM
TMF	DIREXION DLY 20+Y T BULL 3X
TMV	DIREXION DLY 20+Y TR BEAR 3X
TNA	DIREXION DLY SM CAP BULL 3X
TPS	PROSHARES ULTRASHORT TIPS
TQQQ	PROSHARES ULTRAPRO QQQ
TTT	PROSHARES ULT -3X 20+ YR TSY
TVIX	VELOCITYSHARES 2X VIX SH-TRM
TVIZ	VELOCITYSHARES 2X VIX MED-TM
TWM	PROSHARES ULTRASHORT R2000
TWQ	PROSHARES ULTSHRT RUSS 3000
TYD	DIREXION DLY 7-10Y T BULL 3X
TYH	DIREXION DAILY TECHNOLOGY BULL3X
TYO	DIREXION DLY 7-10Y T BEAR 3X

TYP	DIREXION DAILY TECHNOLOGY BEAR3X
TZA	DIREXION DLY SM CAP BEAR 3X
UBR	PROSHARES ULTRA MSCI BRAZIL
UBT	PROSHARES ULTRA 20+ YEAR TSY
UCC	PROSHARES ULTRA CONS SERVICE
UCD	PROSHARES ULTRA BLOOMBERG CO
UCO	PROSHARES ULTRA BLOOMBERG CR
UDNT	POWERSHARES DB 3X SHRT USD
UDOW	PROSHARES ULTRAPRO DOW30
UGAZ	VELOCITYSHARES 3X LG NAT GAS
UGE	PROSHARES ULTRA CONSUM GOODS
UGL	PROSHARES ULTRA GOLD
UGLD	VELOCITYSHARES 3X LONG GOLD
UINF	PROSHARES-ULTRAPRO 10 YR TIP
UJB	PROSHARES ULTRA HIGH YIELD
UKF	PROSHARES ULTRA RUS 1000 GR
UKK	PROSHARES ULTRA RUSS 2000 GR
UKW	PROSHARES ULTRA RUSS MC GRWT
ULE	PROSHARES ULTRA EURO
UMDD	PROSHARES ULTRAPRO MIDCAP400
UMX	PROSHARES ULTRA MSCI MEXICO
UPRO	PROSHARES ULTRAPRO S&P 500
UPV	PROSHARES ULTRA FTSE EUROPE
UPW	PROSHARES ULTRA UTILITIES
URE	PROSHARES ULTRA REAL ESTATE
URR	MARKET VECTORS DBLE LNG EURO
URTY	PROSHARES ULTRAPRO RUSS2000
USD	PROSHARES ULTRA SEMICONDUCT
USLV	VELOCITYSHARES 3X LNG SILVER
UST	PROSHARES ULTRA 7-10 YEAR TR
UUPT	POWERSHARES DB 3X LNG USD
UVG	PROSHARES ULTRA RUS 1000 VAL
UVT	PROSHARES ULTRA RUSS2000 VAL
UVU	PROSHARES ULTRA MID CAP VAL
UVXY	PROSHARES ULTRA VIX ST FUTUR
UWC	PROSHARES ULTRA RUSSELL 3000
UWM	PROSHARES ULTRA RUSSELL2000
UWTIF	VELOCITYSHARES 3X LONG CRUDE
UXI	PROSHARES ULTRA INDUSTRIALS
UXJ	PROSHARES ULT MSCI PAC X-JPN
UYG	PROSHARES ULTRA FINANCIALS
UYM	PROSHARES ULTRA BASIC MATERI
VZZ	IPATH LE SP500 VIX M/T FUTUR
VZZB	IPATH LE SP500 VIX M/T FUTURES
WDRW	DIREXION DLY REG BANKS BEAR 3X
XPP	PROSHARES ULTRA FTSE CHINA50
YANG	DIREXION DAILY FTSE CHINA BE
YCL	PROSHARES ULTRA YEN
YCS	PROSHARES ULTRASHORT YEN
YINN	DIREXION DAILY FTSE CHINA BU
ZSL	PROSHARES ULTRASHORT SILVER

Exhibit 99.B(p)(12)

Code of Ethics

November 2021

Leeward Investments, LLC
One Boston Place
201 Washington Street, 29^th Floor
Boston, MA 02108

Code of Ethics

Table of Contents

Introduction	2

Definitions	3

Personal Securities Transactions	4

Pre-Clearance - All Employees and Family Members	4

Prohibited Transactions – Employees. and Family Members	5

Exceptions for accounts managed by Leeward	6

Prohibited Transactions - Investment Persons and their Family Members	6

Initial and Annual Disclosure of Holdings - All Employees and Family Members	7

Quarterly Reporting - All Employees and their Family Members	7

Insider Trading Policy and Procedures	7

"Inside" Information Defined	8

Procedures to Follow	9

Information Barriers	10

Restricted Lists	10

Gifts and Entertainment Procedures	10

Receipt of Gifts	11

Giving of Gifts	11

Shared Entertainment	12

Other Code Provisions	12

Annual Distribution	12

Code of Ethics Enforcement	13

Confidentiality	13

Political and Charitable Contributions	13

Service with Other Organizations	14

Fiduciary Appointments	14

Misuse or Misrepresentation of Corporate Position	14

Training & Certification	14

Recordkeeping & Monitoring	15

Other Codes of Ethics and Standards of Practice	15

Effective: November 2021

Introduction

Leeward Investments, LLC (“Leeward” or the “Firm”) is committed to the highest ethical and professional standards. This Code of Ethics applies to all Employees of Leeward and governs your personal conduct and your personal investment transactions. The goal of Leeward’s Code of Ethics and its policies, procedures and organizational structure is to establish standards and corresponding processes that put the interests of Leeward’s clients first; ensure that no client or account is favored over another; and to identify and disclose conflicts of interest.

Leeward has a fiduciary duty to its clients which requires all of us to place the interests of clients first whenever the possibility of a conflict of interest arises.

Employees are expected to place the interests of clients ahead of their personal interests and to treat all client accounts in a fair and equitable manner.

All personal securities transactions must be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or other abuse of your position of trust and responsibility.

Employees should not take advantage of your position by attempting to trade in advance of client accounts (“front-running”), engage in manipulative market practices such as manipulative market timing, or take advantage of an investment opportunity that properly belongs to Leeward’s clients or should be offered to our clients first.

All personal securities transactions, holdings, and accounts must be reported by all Access Persons in accordance with the provisions of this Code of Ethics.

Employees must comply with all applicable Federal securities laws.

The standards set forth above govern all conduct, whether the conduct is also covered by more specific provisions of this Code of Ethics. Employees are encouraged to raise any questions concerning the Code of Ethics with Patricia Thompson., the Chief Compliance Officer (“CCO”), or the other members of the “Compliance Office”. Employees should be always alert to honoring the spirit and intent as well as the letter of the Code of Ethics. Failure to comply with the Code of Ethics may result in serious consequences, including but not limited to disciplinary action, including termination of employment.

Effective: November 2021

Definitions

“Access Person” includes all Employees of Leeward Investments, LLC.

“Beneficial Ownership” of a security means having or sharing the power to dispose of or to vote the security. For purposes of this Code, a person is deemed to beneficially own the following securities, among others: (i) Securities held in a person’s own name, or that are held for the person’s benefit in a nominee, custodial or street name account; (ii) Securities owned by or for a partnership in which the person is a general partner; (iii) Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a blind trust or similar arrangement; (iv) Securities in a person’s individual retirement account; (v) Securities in a person’s 401(k) or similar retirement plan; (vi) Securities owned by a trust of which the person is either a trustee or a beneficiary; (vii) Securities owned by a corporation, partnership or other entity which the person controls. This is not a complete list of the forms of ownership that could constitute “Beneficial Ownership” for purposes of this procedure. If you have specific questions, you should ask the Compliance Office.

“Black-Out Period” means Investment Persons may not trade any security on the same day that such security is purchased or sold on behalf of a client or for seven calendar days before or after the date of such purchase or sale.

“Covered Security” means any Security (as defined below) other than: (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money-market funds; (v) other shares issued by registered open-end investment companies (mutual funds) except those mutual funds for which Leeward acts as the investment adviser or sub-adviser; (vi) Shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies registered under the Investment Company Act of 1940, none of which are advised or underwritten by Leeward;

This definition of a Covered Security includes, but is not limited to, the following:

an option, future, forward contract, listed depositary receipt (e.g., American Depositary Receipt, American Depositary Share, Global Depositary Receipt) or other obligation involving securities, a commodity, or an index thereof (including an instrument whose value is derived or based on any of the above (a “derivative”);

limited partnerships;

foreign unit trusts and foreign mutual funds;

private investment funds, hedge funds, and investment clubs; and

any instrument that is convertible or exchangeable into a Covered Security or which confers a right to purchase a Covered Security.

“Employee” includes individuals who work for Leeward on an ongoing basis either full-time or part-time and some contractors providing long-term (greater than three consecutive months) service to the Firm. The CCO will be responsible for determining if a long-term contractor should be covered by this Code based on the degree of supervision and control and access to investment information.

Effective: November 2021

“Family Member” means an Employee’s “significant other,” spouse or other relative, whether related by blood, marriage or otherwise, who either (i) shares the same home, or (ii) is financially dependent upon Employee, or (iii) whose investments are controlled by the Employee. The term also includes any unrelated individual whose investments are controlled by and to whose financial support the Employee materially contributes.

“Investment Person” means (i) any executive officer of the Firm; (ii) personnel employed by the Firm who make investment decisions for clients (portfolio manager), who provide information or advise to the portfolio manager (analyst), who help execute and implement the portfolio manager’s decision (trader), or any other individual who has knowledge regarding client trades in advance of execution (junior analyst, client services, compliance).

“Leeward Strategy” is an investment product that is marketed by Leeward or one that is in a pilot or incubation stage and has a defined objective and process that has been approved by Leeward’s Executive Committee.

“Security” includes all stock, debt obligations and other instruments including any warrant or option to acquire or sell a security and financial futures contracts.

Personal Securities Transactions

Leeward has instituted procedures to monitor Employee trading to prevent and detect conflicts or the appearance of conflicts with client accounts. Employees should review these policies carefully to understand the applicability of each to the employee individually and to Family Members. If there are questions about how these policies will affect you, contact the Compliance Office in advance of trading in any Securities.

Covered Securities held in any accounts, including 401K, 403B and 529 plans, are subject to the pre-clearance and reporting requirements unless they are specifically exempted below.

Pre-Clearance - All Employees and Family Members

Leeward requires that all permitted personal trades in Covered Securities for Employees and their Family Members be pre-cleared. This requirement for pre-clearance approval applies to all transactions except for (i) purchases or sales that are non-volitional on the part of the Employee (e.g., purchases made pursuant to an automatic dividend reinvestment plan); (ii) purchases implemented upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities; (iii) trades in unaffiliated mutual funds; (iv) exchange traded funds, exchange traded notes and collective trust funds; and (v) trades in accounts placed with an investment adviser, including Leeward¹, where such adviser has full and sole discretion as to the timing and nature of securities transactions in those accounts.

Short trades and derivatives trades are subject to this preclearance requirement.

¹ Leeward managed accounts that are exempt from pre-clearance of trades include accounts managed on a discretionary basis in established Leeward strategies and accounts that are set up as pilot or incubator strategies with a defined investment objective and process.

Effective: November 2021

The Compliance Office may pre-clear transactions that appear, upon reasonable inquiry, to present no reasonable likelihood of harm to any client. The Compliance Office shall prepare and maintain appropriate documentation for the pre-clearance of personal trades by Employees. A request for pre-clearance should be submitted to the Compliance Office by completing the trade request form on Leeward’s compliance monitoring system, ComplySci. Please note that pre-clearance approval is effective only for one day.

Requests for trades in Private Placements (including 144As) must be submitted through ComplySci for CCO approval. Leeward’s CCO will consider whether the seller and/or broker is one with whom the Employee does business on a regular basis. The CCO will also consider if the investment opportunity should be reserved for clients or whether the opportunity is being offered to the Employee by virtue of his or her position at the Firm. Subsequent consideration for investing in any private placement issue held by an Employee will be subject to review and written approval.

Any Employee who wishes to purchase, acquire or sell any asset that is issued and transferred using distributed ledger or blockchain technology, including, but not limited to, virtual currencies, cryptocurrencies, digital “coins” or “tokens” (“Digital Assets”), should consult with the CCO as to whether such Digital Asset would be considered a Covered Security, and specifically a “Digital Security”. A Digital Asset is likely to be considered a Digital Security if it is offered and sold as an investment contract. On April 3, 2019, the SEC published a framework for investment contract analysis of Digital Assets². The CCO may use this framework, among other relevant SEC guidance, to determine whether a Digital Asset would be considered a Digital Security for the purposes of this policy. If the CCO determines that such Digital Asset should be considered a Digital Security, the Digital Asset will be considered a Covered Security for purposes of this policy.

Prohibited Transactions – Employees and Family Members

The following restrictions apply to all Employees and their Family Members. Additional restrictions apply to Investment Persons (outlined below).

Generally, if Leeward is trading in a security for a client portfolio at the same time an Employee proposes to trade the same security, pre-clearance will be denied. Trades in large cap securities, those with a market capitalization above the median of the Russell 1000, may be pre-cleared by Compliance even when trading for a client portfolio is ongoing. The Compliance Office may also grant special exemptions for other trades from time to time in instances that appear to involve no opportunity for abuse.

No Employee or Family Member may acquire a security in an initial public offering (IPO).

Employees or Family Members may not purchase and/or sell a Covered Security followed by the sale and/or purchase of the same security within thirty (30) days after the purchase if the trade results in a profit. Employees or Family Members may sell at a loss, any security held for less than thirty (30) days without such sale being considered a violation of this policy. Specific types of Covered Securities may be exempted from this short term trading restriction at the CCO’s discretion.

² https://www.sec.gov/files/dlt-framework.pdf

Effective: November 2021

No Employee may make any decision to buy or sell any personal investment or enter into any financial or business relationship or participate in any transaction which would impair his or her independence of judgment or adversely affect the performance of his or her duties in the best interests of the Firm.

No Employee may use his or her position with the Firm for personal profit or gain or for the profit or gain of any Family Member.

No Employee may make personal use of confidential or proprietary information acquired as an Employee of Leeward, including using such information to make any decision to buy or sell any securities, real property or other investment or to enter into any financial or business relationship for his or her own account or for the account of any Family Member.

No Employee may acquire or dispose of any investment for his or her own account or the account of any Family Member if such investment activity would compete with any current or proposed investment activity of Leeward.

Employees must avoid any action that would cause a relative or other third party to engage in a securities transaction that an Employee would not be able to complete otherwise.

Exceptions for accounts managed by Leeward

If an account of an Employee or Family Member is managed by Leeward on a discretionary basis in a Leeward Strategy, Black-out Periods and short term trading restriction do not apply.

Funds or Accounts may be set up to test investment product ideas that portfolio managers might have and certain principals in the Firm may invest in these funds or accounts. Each of these incubator or pilot products is considered a Leeward Strategy and Black-out Periods and short term trading restrictions do not apply.

Prohibited Transactions - Investment Persons and their Family Members

In addition to the prohibitions listed above for all Employees, these additional restrictions apply to Investment Persons and their Family Members. No Investment Person, Family Member, or other third party acting upon the advice or instruction of such Investment Person, may:

Take positions inconsistent with clients’ positions in the same securities.

Implement or consider any security transaction for a client without having disclosed to the CCO any material beneficial ownership, business or personal relationship or any other material interest in the issuer or its affiliates.

In addition, Investment Persons are reminded of the importance of not “front-running” a trade or trading in close proximity (before or after) to a known or expected trade in an Leeward Strategy (a “Strategy Trade”), other than trades due to client rebalancing or cash flows. A Black-out Period applies to all Investment Persons for the securities where they have actual or presumed knowledge of Strategy Trades (subject to the exceptions for accounts managed by Leeward as detailed above).

Effective: November 2021

Pre-clearance may be granted for trades in large cap stocks (above the median market capitalization of the securities in the Russell 1000).

General Exemption: The Compliance Office may exempt a transaction from the requirements of any portion of these procedures after consideration of all the facts and circumstances of the transaction. Such consideration shall be documented in writing.

Initial and Annual Disclosure of Holdings - All Employees and Family Members

For purposes of 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940, Leeward treats all Employees as Access Persons. Each newly hired Employee will receive a copy of this Code of Ethics upon commencement of employment with Leeward and will be required to acknowledge receipt of these procedures.

All Employees must report all holdings in Covered Securities in which the Employees or their Family Member have any direct or indirect Beneficial Ownership within ten (10) days from commencement of employment with the Firm, and annually thereafter. Initial Holdings reports and Annual Holdings Disclosures must be submitted in ComplySci. Holdings disclosure information submitted cannot be older than forty-five (45) days.

Quarterly Reporting - All Employees and their Family Members

Each quarter, Employees must report all transactions in Covered Securities in which the Employees or their Family Member have acquired any direct or indirect Beneficial Ownership. Such reports must be filed in ComplySci within thirty (30) days after the end of each calendar quarter.

Employees and their Family Members who open an account at a broker-dealer or other financial institution shall immediately notify the Compliance Office of the opening of such account so that the Compliance Office can arrange to receive a direct feed of broker account information into ComplySci. Even if the broker account only holds non-Covered Securities, i.e., unaffiliated mutual funds, if Covered Securities can be purchased in the account arrangements need to be made with the broker to provide account data to the Compliance office. The only accounts for which a data feed is unnecessary are those whose holdings are restricted to non-Covered Securities.

Insider Trading Policy and Procedures

Federal and state securities laws make it unlawful for any person to trade or recommend trading in securities on the basis of "inside" information. To ensure strict compliance with these laws, the Investment Advisers Act of 1940 and the Insider Trading and Securities Fraud Enforcement Act of 1988 require Leeward to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of "inside" information. Failure to institute such policies and procedures could result in substantial liability. Assuming "inside" information were actually misused, the Firm, the individuals involved, and Firm officers, could face potentially substantial regulatory, civil and criminal sanctions, including mandated jail sentences, a fine of not less than $1,000,000 for each violation, potential loss of license as an investment adviser and possible liability under the Racketeer Influenced and Corrupt Organizations Act.

Effective: November 2021

Misuse of "Inside" Information Constitutes Fraud

On a day-to-day basis, an Employee may come into possession of information that has not yet been released to the public about companies with which Leeward does business or has other dealings. Depending on the significance of the information and the circumstances under which you receive it, the information may be considered "inside information" under United States securities laws. Rule 10b-5, under the Securities Exchange Act of 1934, makes it unlawful for any person in connection with the purchase or sale of any registered or unregistered security:

(1)

to employ any device, scheme, or artifice to defraud,

(2)

to make any untrue statement of material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, or

(3)

to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.

From its inception, courts have held that the misuse of “inside” information constitutes fraud. The misuse of “inside” information includes purchasing or selling securities on the basis of such information for the account of the Firm, an Employee, a Family Member, customers, clients, or anyone else.

Misuse also includes “tipping” such information to anyone or using it as a basis for recommending the purchase or sale of a security. Courts have further found that the misappropriation of confidential information from an employer in connection with the purchase or sale of securities, contrary to an Employee’s duty to the employer, constitutes fraud within the meaning of Rule 10b-5.

Additionally, under Regulation FD, public companies have had significant constraints imposed on their dealings with investors and analysts in order to eliminate the potential for disclosure of “inside” information and to provide greater transparency.

"Inside" Information Defined

The term “inside” information generally includes “material” information which is “non-public” and has been provided on a confidential basis or in breach of a fiduciary duty. In light of the severe sanctions for misuse of inside information (including disciplinary actions for violating the Adviser’s policy prohibiting such activities), an Employee should strictly adhere to the following guidelines:

Assume that all information you learn about a company is "inside information" and is non-public unless there is a reasonable basis to believe that the information has been publicly disseminated, such as information obtained at conferences, information during open meetings or investor conference calls, or updates to previously public information.

Effective: November 2021

Once material, non-public information has been released to the investing public, it loses its status as “inside” information. However, for “non-public” information to become public information it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.

For Rule 10b-5 purposes, an insider is any person who, by reason of his fiduciary or commercial relationship to an issuer of securities has access to material, non-public information. As an insider, the Firm has a fiduciary obligation not to breach the trust of the party that has communicated the “inside” information by misusing that information.

Due to the nature of our business, Leeward must be especially wary of “inside” information disclosed in breach of a corporate insider’s fiduciary duty. Even where there is no expectation of confidentiality, the Firm personnel may become “insiders” upon receiving material, non-public information in circumstances where they know, or should know, that a corporate insider is disclosing information in breach of the fiduciary duty he or she owes the corporation and its shareholders. Firm personnel may, depending on the circumstances, also become “insiders” or “tippees” when they obtain apparently material, non-public information by happenstance, including information derived from social situations, business gatherings, overheard conversations, misplaced documents, and “tips“ from insiders or other third parties.

Given the potentially severe regulatory, civil and criminal sanctions to which the Firm and its personnel could be subject, any Employee uncertain as to whether the information he or she possesses is “inside” information should immediately contact the Compliance Office. Pending a final determination by the Compliance Office, the information must be treated as “inside” information which cannot be otherwise communicated or misused.

Procedures to Follow

An Employee must contact the Compliance Office if he or she becomes aware of material, non-public information.

An Employee must contact the Compliance Office if he or she becomes aware of an actual or potential insider trading violation or violation of the policies and procedures contained herein.

Do not purchase or sell, or agree to purchase or sell, any securities of any company as to which you have inside information, or any related “derivative” securities (such as exchange-traded options), and do not suggest or recommend that anyone you know purchase or sell any such securities for an account of the company, any affiliate, any company or affiliate customer or client, or any third party.

Do not purchase or sell, or agree to purchase or sell, any securities of any company as to which you have inside information, or any related “derivative” securities (such as exchange-traded options), and do not suggest or recommend that anyone you know purchase or sell any such securities for your personal account, or for any account over which you have a direct or indirect beneficial interest (including an account held by or for any Family Member), or for any other account over which you have discretionary investment authority or power of attorney.

Do not engage in “tipping” or solicit or recommend, whether formally, informally, orally or in writing, the purchase of sale of any security based on “inside” information relevant to that security.

Effective: November 2021

Do not discuss “inside” information with anyone who does not have a "need to know" the information; this includes discussing such information with other Employees unless they have a "need to know,” with Family Members; and also discussing such information via cell phones, in elevators, hallways or other places where you may be overheard by others who do not have a "need to know.”

All information held by the Firm in connection with the purchase or sale of securities must be kept confidential.

The Compliance Office will periodically review Employee trades to verify compliance and detect insider trading (e.g., by comparing such trades with trades by the Firm's advisory accounts and securities listed on "restricted" lists).

Information Blocking Devices (“Information Barrier”)

When one or more Firm Employee receives material, non-public information about a company while serving in any other capacity which, in the opinion of the Compliance Office, necessitates information blocking devices (also called "Information Barriers"), no Employee or advisory account may trade in securities issued by such company until information blocking devices designed to block the flow of such information between the “Inside Employee” and other Employees and departments are in place.

Information blocking devices shall prohibit:

The “Inside Employee(s)” from discussing the material, non-public information with other Employees unless they are also an “Inside Employee”;

The “Inside Employee(s)” from trading, or recommending the trading, of securities issued by the company, which is the subject of the material, non-public information; and

Access by non- “Inside Employees” to any files, including computer files, containing the material, nonpublic information. Physical and electronic systems must be put in place to prevent such access.

Restricted Lists

The Compliance Office will place certain securities on a "restricted list.” Securities issued by companies about which an Employee or a limited number of persons possess material, non-public information should be placed on the restricted list.

Employees are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed on the restricted list. The Compliance Office maintains the restricted lists, and reviews trades against the restricted list.

Gifts and Entertainment

A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere or could be perceived to interfere with their responsibilities Leeward and its clients.

Effective: November 2021

Therefore, employees of Leeward should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Leeward employees should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to Leeward or our employees.

Procedures

The following procedures apply to all Leeward employees with respect to the receipt of gifts and entertainment as well as the giving of gifts and entertainment:

receipt of gifts

No solicitation of gifts.

No acceptance of cash gifts (including gift cards).

No acceptance of gifts that, individually or in the aggregate, have a retail value of $100 or more each calendar year (for example - flowers, fruit baskets, wine, or a gift certificate).

Promotional items of nominal value that contain donor’s logo (such as pens, caps or calendars) are allowed and are exempt from reporting. Promotional items with a logo deemed to have a greater value than $100 must be reported.

No acceptance of tickets to events (for example – sporting event, theater, or concert) unless donor/vendor accompanies the employee to event. Such event is categorized as “shared entertainment”.

All gifts received must be reported to the Compliance Office.

Employees must certify quarterly that they have reported all gifts received.

The Compliance Office maintains Leeward’s Gift/Entertainment Log.

giving of gifts

No giving cash gifts, including gift cards.

No giving of gifts that, individually or in the aggregate, have a retail value of $100 or more each calendar year (for example - flowers, fruit baskets, wine, or a gift certificate).

Promotional items of nominal value that contain Leeward’s company logo (such as pens, caps, calendars, or golf balls) are allowed and are exempt from reporting. Promotional items with Leeward’s company logo deemed to have a value greater than $100 (such as jackets or luggage bags) must be reported.

Items of recognition are allowable gifts under this policy with pre-approval of CEO, COO or CCO (for example gifts for memorials, retirement, charitable causes, etc.).

No giving of tickets to events (for example – sporting event, theater, or concert) unless employee accompanies the recipient to event. Such event is then categorized as “shared entertainment”.

All gifts given must be reported to the Compliance Office, unless exempt (i.e. Leeward logo/promotional items mentioned above).

Employees must certify quarterly that they have reported all gifts given.

The Compliance Office maintains Leeward Gift/Entertainment Log.

Effective: November 2021

shared entertainment

An occasional meal, a ticket to a sporting event or the theatre, or comparable entertainment is allowed, provided that the person/entity providing the entertainment is present.

All shared entertainment >$100* must be reported quarterly to the Compliance Office, including information about activity, business purpose, attendees (name of client/prospect/vendor/broker), and amount (Please note that submitting an expense report does not satisfy the reporting requirement).

$100 de minimis is attributable to your portion of the shared entertainment, NOT the entire cost for the group participating in the entertainment - when exact cost is unknown, please use best judgment to estimate value

Business meals tied to one’s professional duties that include industry experts or other professionals are allowed, are usually de minimis, are not considered shared entertainment and therefore do not have to be reported as shared entertainment.

Group meetings or events (sponsored by Leeward or other firms) are allowed with pre-approval of the CEO, COO or CCO or relevant Manager (lunch/dinner included would be considered de minimis). These types of expenses or programs are pre-approved, and thus do not have to be logged as shared entertainment. Seminars and Conferences attended are logged separately from shared entertainment.

Employees must certify quarterly that they have reported all reportable shared entertainment events.

The Compliance Office maintains Leeward Gift/Entertainment Log.

No Leeward employee may give a gift or provide entertainment to a Government Official without prior approval of the Compliance Office as certain federal and state laws in various jurisdictions prohibit or limit gifts or entertainment extended to public officials.

Leeward also manages assets for pension plans and clients that are covered by the Employees Retirement Income Securities Act (“ERISA”) where gifts and entertainment to covered pension plan officials or plan trustees must be reported when required. Therefore, reporting all activities (gifts and entertainment) related to ERISA clients is mandatory.

This policy is not intended to discourage the necessary occasions where a Leeward employee or a vendor may pay for a meal or the periodic sporting event in order to provide a time or location for more detailed discussions or promote relationships. However, employees should be mindful of the number of events, the amount of time attending such events and the level of extravagance associated with the events.

Other Code Provisions

Annual Distribution

This Code of Ethics will be distributed to all Employees promptly after the commencement of their affiliation with the Firm, and in addition whenever substantive amendments are made. All Employees will be required to acknowledge receipt of the Code and any such amendments.

Leeward will report to its Management Committee that all Employees have received a copy of this Code of Ethics and have certified their compliance.

Effective: November 2021

Periodically, when necessary, Leeward’s CCO will summarize for the Management Committee any significant changes made to the Code of Ethics as well as any significant violations of the Code requiring remedial action. The CCO shall also report to the Management Committee any other material compliance matters that in her judgment the committee should be made aware of.

Code of Ethics Enforcement

Employees are required annually to certify their compliance with this Code of Ethics. The Compliance Office may grant exemptions/exceptions to the requirements of the Code on a case-by-case basis if the proposed conduct appears to involve no opportunity for abuse. All exceptions/exemptions shall be in writing.

If any Employee becomes aware of a violation of the Code of Ethics, whether by him/her or by another person, the Employee must report the violation to the CCO promptly. You may report violations or suspected violations without fear of retaliation. Leeward does not permit retaliation of any kind against Employees for good faith reports of potentially illegal or unethical behavior.

The CCO will maintain a record of all violations or suspected violations reported to her and any other violations of which the Compliance Office becomes aware, and of the results of the investigation and/or resolution of such violation. Such record may, but need not, include the name of the person reporting the violation. In addition, if the Compliance Office, along with senior management determines that the material violation may involve a fraudulent, deceptive or manipulative act, Leeward will report its findings to the Management Committee pursuant to Rule 17j-1.

Employees are advised that the Code’s procedures (including Insider Trading and Employee Personal Trading procedures) will be monitored and enforced, with potential sanctions for violations including a written warning, disgorgement of profits, fines, suspension, termination and, where required, reports to the CFA® Institute or the appropriate regulatory authority.

Confidentiality

Leeward will keep all information about clients (including potential and former clients) in the strictest confidence, in compliance with the Firm’s Privacy Notice and Privacy Policy.

Political and Charitable Contributions

Leeward prohibits Employees from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities. No Employee may engage in any charitable, civic or trade association activity which could interfere with the Employee’s obligation to Leeward or specific requirements of Leeward clients.

No Employee may make or authorize any contribution by Leeward or expenditure by Leeward for or on behalf of any political party, organization, committee, candidate, or public official or in connection with any political caucus, convention or election. Under federal and many state laws, prohibited corporate contributions and expenditures include the donation of company funds, the use of corporate facilities, including office space, and duplicating, telephone or word processing equipment, and the donation of the services of Employees to the campaign committee of a candidate.

Effective: November 2021

Please also reference Leeward’s Policy and Procedures for SEC Pay-to-Play Rule and Foreign Corrupt Practices Act.

Service with Other Organizations

Leeward discourages Employees from engaging in outside business or investment activities that may interfere with their duties within the Firm.

Each Employee must report, upon commencement of employment and annually thereafter, affiliations and relationships with outside entities, both public and private.

No Employee may accept employment or provide any service to any third party, unless an Employee has first obtained the written consent of the CCO. Authorization shall be made in writing and maintained by Compliance.

Fiduciary Appointments

Employees need to receive approval from the CCO before accepting an executorship, trusteeship, or power of attorney, other than as a result of a family or personal relationship and not as a result of employment with Leeward.

Misuse or Misrepresentation of Corporate Position

No Employee may use his or her position with Leeward to further any personal interests.

No Employee may use company facilities, equipment or material other than for corporate business.

No Employee may use his or her corporate position in any manner that would lead someone outside Leeward to believe that an Employee is acting within the scope of his or her corporate duties or on behalf of Leeward when he or she is not.

Training & Certification

Each newly hired Employee will receive a copy of this Code of Ethics upon commencement of employment or commencement of service, and will be required to acknowledge receipt of these procedures.

At least annually the Compliance Office shall conduct a training session, in which all Employees are required to participate, to review the requirements of these policies and procedures.

Certifications will be obtained as part of the initial and annual training process. Every Employee must certify on an annual basis that he or she has: (i) complied with these policies and procedures; (ii) received, read and understood them; and (iii) if required, disclosed, pre-cleared, and reported all transactions in securities consistent with the requirements of these policies and procedures.

Effective: November 2021

From time to time the CCO will be required to report to the Management Committee regarding the Code of Ethics or other compliance matters. Records and certifications are maintained by Leeward’s Compliance Office.

Recordkeeping & Monitoring

The following records will be maintained by the Firm as required by the Investment Advisers Act and Investment Company Act:

A copy of the Code of Ethics and associated policies and procedures;

Records will be retained by the Firm for 7 years, as outlined in the Leeward Compliance Manual;

Compliance will maintain a record of all persons who are subject to the Code of Ethics for a period of no less than 6 years, including those responsible for reviewing such records;

Records of any violation of these procedures and actions taken by the Firm in response to such violation;

Copies of Employee reports and broker-dealer account data;

Records of all acknowledgements of receipt of the Code of Ethics from Employees;

Lists of Access and Investment Persons;

Records of any decision supporting approval of limited offerings or private placement purchases, including list of private placements owned by Employees; and

Records of any decision supporting any waivers granted in accordance with the policies and procedures.

Compliance will review all personal trade pre-clearance requests to determine whether securities:

are held in Leeward client accounts and the trading may appear to be a conflict of interest;

are being traded on the desk to ensure the Blackout Period is enforced; and

appear on any restricted security list, including securities restricted due to liquidity constraints.

On a quarterly basis, Compliance will collect Employee Personal Trading reports, and review all documents for compliance with Leeward Code of Ethics. Employee trading activity may be analyzed and reviewed against product definition, as necessary.

Reporting by members of Leeward’s Compliance Office, including the CCO, will be reviewed by the COO or other members of the Compliance Office and a record of such review will be maintained.

Other Codes of Ethics and Standards of Practice

At Leeward, some of the Employees have earned and others are candidates for the Chartered Financial Analyst designation (“CFA®”) and are subject to the CFA® Institute Code of Ethics and Standards of Professional Conduct contained in the CFA® Institute Standards of Practice Handbook. Employees are reminded that the Handbook is an excellent resource for information on professional conduct. Copies are available from the Compliance Office.

The CCO shall have primary responsibility for enforcing the Code of Ethics and will consult with the COO and/or the Chief Executive Officer as needed.

Effective: November 2021

Exhibit 99.B(p)(13)

MORGAN STANLEY INVESTMENT MANAGEMENT PUBLIC SIDE¹
CODE OF ETHICS AND PERSONAL TRADING GUIDELINES
Effective Date: January 1, 2022

¹ This Code of Ethics and Personal Trading Guidelines applies to all MSIM Public Side Employees globally and to Covered Consultants as determined by MSIM Compliance. Private Side Employees and AIP Private Markets employees should consult the IM Private Side Supplement to the Global Employee Trading and Investing Policy and the IM Private Side Code of Ethics.

Table of Contents²

I.	INTRODUCTION	3
	A. General	3
	B. Standards of Business Conduct	3
	C. Overview of Code Requirements	4
	D. Definitions	5

II.	TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS	12
	A. Employee Securities Accounts	12
	B. Fully Managed Account*	12
	C. Other Morgan Stanley Accounts	13
	D. Non-Morgan Stanley Accounts	13
	E. Restrictionns and Requirements for PPA Model Personel	13
	F. Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd.	14
	G. Mutual Fund Accounts	14
	H. Issuer Purchase Plans	14
	I. Investment Clubs	14
	J. Cryptocurrencies	14

III.	PRE-CLEARANCE REQUIREMENTS FOR PERSONAL SECURITIES TRANSACTIONS	14
	A. General	14
	B. Initiating a Transaction	15
	C. Pre-Clearance Valid for One Day Only	15
	D. Restrictions and Requirements for Portfolio Managers and Investment Personnel	15
	E. Employees Designated to be “Above the Wall”	17
	F. Transacting in Morgan Stanley Securities	17
	G. Trading Derivatives	17
	H. Other Restrictions	18
	I. Other Activities Requiring Pre-Clearance	18

IV.	HOLDING REQUIREMENTS	20
	A. Proprietary and Sub-advised Mutual Funds	20
	B. Covered Securities	20
	C. Holding Requirements Specific to MSIMJ Employees	20
	D. Holding Requirements Specific to HK Type 9 licensed Employees	20

V.	REPORTING REQUIREMENTS	21
	A. Initial Reporting and Certification	21
	B. Quarterly Reporting and Certification	21
	C. Annual Reporting and Certification	22

VI.	OUTSIDE BUSINESS ACTIVITIES AND PRIVATE INVESTMENTS	23
	A. Approval to Engage in an Outside Activity	23
	B. Approval to Invest in a Private Investment	24
	C. Pre-Clearance Process	24

VII.	CONSULTANTS AND TEMPORARY WORKERS	24

VIII.	REVIEW, INTERPRETATIONS AND EXCEPTIONS	25

IX.	ENFORCEMENT AND SANCTIONS	25

X.	RELATED POLICIES	26

XI	RECORDKEEPING	26

² Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008 , August 19, 2010, September 17, 2010, February 15, 2011, March 1, 2011, September 28, 2011, June 29, 2012, September 16, 2013, October 10, 2014, March 26, 2016, December 7, 2017, December 12, 2018, and December 12, 2019, December 11, 2020

I. INTRODUCTION

A. General

The Morgan Stanley Investment Management (“MSIM”) Public Side Code of Ethics (the “Code”) is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Company Act”). The Code is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and Outside Business Activities as an MSIM Employee. It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, and annually thereafter.

This Code applies to all Public Side Employees of MSIM globally and to Covered Consultants as determined by Compliance.

In addition to this Code, there is a separate Morgan Stanley Funds Code of Ethics, which is applicable to the Morgan Stanley mutual funds family.

B. Standards of Business Conduct

MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. The Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM Employee as they relate to your personal securities transactions.

Fiduciary Duties

You have a duty to act in utmost good faith with respect to each Client, particularly where the interests of MSIM may be in conflict with those of a Client. MSIM has a duty to deal fairly and act in the best interests of its Clients at all times. The following fiduciary principles govern your activities and the interpretation / administration of these rules:

•

The interests of Clients must be placed first at all times.

•

All of your personal securities transactions must be conducted in compliance with the rules contained in this Code and in such manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility.

•

You should never use your position with MSIM, or information acquired through your employment, in your personal trading in a manner that may create a conflict—or the appearance of a conflict—between your personal interests and the interests of MSIM and / or its Clients. If such a conflict or potential conflict arises, you must report it immediately to your local Compliance group.

In connection with providing investment advisory services to Clients, this includes avoiding any activity which directly or indirectly:

•

Defrauds a Client in any manner.

•

Misleads a Client, including any statement that omits material facts.

•

Operates or would operate as a fraud or deceit of a Client.

•

Functions as a manipulative practice with respect to a Client.

•

Functions as a manipulative practice with respect to securities.

Personal Securities Transactions and Relationship to MSIM Clients

MSIM prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.

These standards do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of this Code will not shield you from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to Clients.

If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance, or your Designated Manager immediately.

C. Overview of Code Requirements

Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:

Activity	Code Requirements
Employee Securities Account(s)	Pre-clearance, Reporting
Personal Trading Reporting	Pre-clearance, Holding Period, Reporting
Participating in an Outside Activity	Pre-clearance, Reporting
Making a Private Investment	Pre-clearance, Reporting

You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.

D. Definitions

These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. The definitions are an integral part of the Code and a proper understanding of them is essential. Refer back to these definitions as you read the Code.

“Access Persons” (for purposes of transacting in Morgan Stanley securities) is defined in the Global Employee Trading, Investing and Outside Business Activities Policy and means those individuals or divisions that, as part of their job function may receive or have access to Morgan Stanley-related material non-public information that is recurring or cyclical in nature.

“Approved Broker” means a Firm-approved third-party broker for Employee Securities Accounts.

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan (e.g., “DRIP”).

“Beneficial Interest” generally means an interest where you or a member of your Immediate Family, directly or indirectly: (i) have investment discretion or the ability (including joint ability or discretion) to purchase or sell securities or direct the disposition of securities; (ii) have voting power over securities, or the right to direct the voting of securities; or (iii) have a direct or indirect financial interest in securities (or other benefit substantially equivalent to ownership of securities). For purposes of this Code,

“beneficial ownership” shall be interpreted in the same manner as it would be under Section 16 of the Securities and Exchange Act, as amended, and the rules and regulations thereunder.

“Blackout Period” for purposes of this Code, means a temporary period of time as determined by Compliance during which you may be restricted from all personal securities trading or a temporary or indefinite restriction on transactions in certain specific Covered Securities based upon your job responsibilities.

“Broad-Based Exchange-Traded Funds (“ETFs”)” for purposes of this Code, means exchanged-traded funds with at least US $1 Billion in assets under management that the IM Compliance Department has found to be sufficiently broad-based in the scope of their investment strategy and holdings so as to not to require pre-clearance. See Schedule A for a link to the current list of Broad-Based ETFs.

“Chief Compliance Officer” or “CCO” refers to the Chief Compliance Officer of the following, as relevant: Atlanta Capital Management Company LLC; Boston Research and Management; Calvert Research and Management; Eaton Vance Advisers International Ltd.; Eaton Vance Management; Morgan Stanley Investment Management Inc.; or Parametric Portfolio Associates LLC.

“Client” means shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.

“Closed-End Fund” means any fund with a fixed number of shares and which does not issue and redeem shares on a continuous basis. While Closed-End Funds are often listed and trade on stock exchanges, they are not “Exchange traded funds” as defined below in the Covered Securities definition.

“Compliance” means your applicable local Compliance group (e.g., Atlanta, Boston, Dublin, London, Minneapolis, Mumbai, New York, Seattle, Singapore, Tokyo, and Washington, D.C.).

“Control Group” is a team within Legal and Compliance that is responsible for maintaining the Firm’s Information Barriers (often referred to as “the Wall”). The Control Group serves as a buffer between the Firm’s various business units, controlling and coordinating communications between these areas, as well as conducting global surveillance to ensure that applicable laws and rules are followed.

“Covered Consultant” means a non-employee of MSIM who falls under the definition of a Covered Person or is designated by Compliance as a Covered Consultant.

“Covered Persons” means:

➢

All MSIM Employees;

➢

All directors and officers of MSIM;

➢

Any person (such as certain consultants, leased workers or temporary workers (“Covered Consultants”)) who provides investment advice to clients on behalf of MSIM, is subject to the supervision and control of MSIM or who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic.

➢

Any person with responsibilities related to MSIM or who supports MSIM as a business and has frequent interaction with Covered Persons or Investment Personnel, as determined by Compliance.

➢

Any other persons falling within the definition of “Access Person” under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act (such as those supervised persons who have access to nonpublic information regarding the portfolio holdings of a client fund) and such other persons that may be so deemed by Compliance from time to time.

The definition of “Covered Person” may vary by location. Contact Compliance if you have any question as to your status as a Covered Person.

“Covered Securities” includes generally:

➢

All equity or debt securities, including but not limited to, derivatives of securities (such as options, warrants and American depositary receipts);

➢

Asset-backed securities;

➢

Closed-End Funds;

➢

Commodities;

➢

Corporate and municipal bonds, and similar instruments;

➢

Cryptocurrencies (ICOs and SCOs, each as defined under the definition of “Cryptocurrency”);

➢

Exchange-traded funds and Exchange-traded Notes;

➢

Futures;

➢

Investments in all kinds of limited partnerships;

➢

Investments in real estate investment trusts (REITs);

➢

Investments in private investment funds, hedge funds, private equity funds, and venture capital funds;

➢

Nextshares^TM ;

➢

Open-end mutual funds for which MSIM or Eaton Vance Management or an Eaton Vance Affiliated Entity acts as adviser or sub-adviser (including those funds that consist of Exempt Securities as listed in Schedule A and excluding money market funds);

➢

Preferred securities;

➢

Securities indices;

➢

Unit investment trusts.

An exchange traded fund is a registered open-end investment company or unit investment trust that can be traded on an exchange throughout the day like a stock. Examples of exchange traded funds include SPDR S&P 500 ETF (ticker: SPY), iShares MSCI Emerging Markets ETF (ticker: EEM), and PowerShares QQQ (ticker: QQQ) . Covered Securities does not include “Exempt Securities,” as defined below. Refer to Schedule A for application of the Code to various security types.

“Cryptocurrency” means any virtual or digital representation of value, token or other asset in which encryption techniques are used to regulate the generation of such assets and to verify the transfer of assets, which is not a security or otherwise characterized as a security under the relevant law. This includes initial coin offerings (“ICOs”) and secondary coin offerings (“SCOs”).

“Derivative” means (1) any Futures (as defined below); and (2) a forward contract, a “swap”, a “cap”, a “collar”, a “floor” and an over-the-counter option. Questions regarding whether a particular instrument or transaction is a Derivatives for purposes of this Code should be directed to the relevant local Compliance group. For avoidance of doubt, a Derivative on a Cryptocurrency is considered to be a “Derivative” for purposes of this Code.

“Designated Manager” means manager designated by your business unit or department to supervise your personal trading and investing activities.

“Eaton Vance Affiliated Entity” means each of the following: Atlanta Capital Management LLC (“ACM”); Boston Management and Research; Calvert Research and Management (“CRM”); Eaton Vance Advisers International Ltd.; Eaton Vance Management; Eaton Vance Management (International) Limited; Eaton Vance Management (International) Asia; Parametric Portfolio Associates LLC. (“PPA”)

“Employee” means all MSIM employees globally on the Public Side of the Morgan Stanley Investment Management Division business and, as appropriate, their Immediate Family.

“Employee Securities Accounts” are any accounts in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, whether or not such capability is utilized. Employee Securities Accounts include:

➢

Accounts owned by you;

➢

Accounts owned by your Immediate Family (as defined below);

➢

Accounts where you obtain benefits substantially equivalent to ownership of securities;

➢

Accounts that you or the persons described above could be expected to influence or control, such as:

▪

Joint accounts;

▪

Family accounts;

▪

Retirement accounts;

▪

Corporate accounts;

▪

Trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;

▪

Arrangements similar to trust accounts that benefit you directly;

▪

Accounts for which you act as custodian; and

▪

Partnership accounts.

“Exempt Securities” are securities that are not subject to the pre-clearance, holding or reporting requirements. Examples of Exempt Securities include:

➢

Bankers’ acceptances, bank certificates of deposit and commercial paper;

➢

Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization);

➢

Direct obligations of the U.S. Government (including securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest) and equivalent securities issued by non-U.S.

governments, such as:

•

Ginnie Maes,

•

U.S. savings bonds, and U.S. Treasuries; and

•

Securities issued by non-U.S. governments e.g., premium bonds, indexed-linked savings certificates, fixed income savings certificates, guaranteed equity bonds, capital bonds, children’s bonus bonds, fixed rate savings bonds, income bonds and pensioner’s guaranteed income bonds issued and sold directly to the public through the National Savings and Investments agency of the United Kingdom’s Chancellorof the Exchequer. Non-U.S. government debt securities must be rated AA or higher. Otherwise, they will be subject to pre-clearance and 30-day holding period requirement);

➢

Shares held in money market funds;

➢

Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser;

➢

Open-end mutual funds or equivalent in other jurisdictions (e.g., UCITS, SICAVs, UK Authorized Unit Trusts, open-end investment companies (‘OEICS”) for which MSIM does not act as adviser or sub-adviser;

➢

Currencies; and

➢

Holding physical commodities.

Refer to Schedule A for application of the Code to various security types and additional requirements for Morgan Stanley Asia Limited Employees who hold a Hong Kong Type 9 license.

“Firm” means Morgan Stanley, MSIM’s parent company.

“Fully Managed Account” means an account (including fully managed Individual Savings Accounts (“ISAs”) and an account managed on a discretionary basis by a professional financial adviser or investment adviser (e.g., a robo adviser)) for which an MSIM Employee or Immediate Family has authorized a professional financial advisor or investment manager, in its sole discretion, to acquire and dispose of assets held in the account. Neither the MSIM Employee nor the Immediate Family may make, directly or indirectly, any investment decision, be made aware of any such decisions before transactions are executed by the advisor or manager, or otherwise direct the advisor or manager to effect any transactions in the account. A Fully Managed Account is not considered an Employee Securities Account.

“Hong Kong Type 9 License Holder” means MSIM Public Side Investment Personnel housed in Hong Kong entity Morgan Stanley Asia Limited who holds a Hong Kong Type 9 license.

“Immediate Family” pursuant to this Code includes any of the following persons sharing the same household with the Employee (which does not include temporary house guests): an Employee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or significant other. Or any relationship for whom the Employee contributes substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you), or conversely if the Immediate Family contributes substantial financial support to the Employee, or the person is aware of a specific transaction or has direct or indirect influence or control over a transaction.

“Initial Public Offering” (“IPO”) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934. As used in this Code, the term “Initial Public Offering” shall also mean a one-time offering of stock to the public by the issuer of such stock which is not an initial public offering.

“Investment Personnel” means MSIM Employees and any other Covered Persons who (i) obtain or have access to information concerning investment recommendations made to any Client; (ii) any persons designated as Investment Personnel by Compliance; (iii) who, with respect to a Client: (a) provides information or advice with respect to the purchase or sale of a financial instrument for the Client (e.g., portfolio manager, or, in some cases a Research Analyst) or (b) helps execute the investment decisions of a portfolio manager, or, where applicable, Research Analyst on behalf of a Client.

“Morgan Stanley Broker” means a broker-dealer affiliated with Morgan Stanley, including E*TRADE.

“Morgan Stanley Investment Management” or “MSIM” for purposes of this Code means the companies and businesses comprising the Public Side of Morgan Stanley’s Investment Management Division including, but not limited to, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Ltd. (“MSIM Ltd.”), Morgan Stanley Investment Management Company (“MSIM Co.”), Morgan Stanley Investment Management (Japan) Co., Ltd. (“MSIMJ”), Morgan Stanley Asia Limited (“MSAL”), Morgan Stanley Investment Management (Australia) Pty Ltd., Atlanta Capital Management Company LLC, Calvert Research and Management, Eaton Vance Management, Parametric Portfolio Associates LLC, but excluding the Private Side companies and businesses. See Schedule B for a list of those legal entities that comprise MSIM.

“Morgan Stanley Securities” means equity, preferred and debt securities issued by Morgan Stanley, but excludes structured products, such as equity-linked or credit- linked notes.

“Mutual Funds” means (i) all open-end mutual funds; and (ii) similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan. For purposes of the Code, Mutual Fund does not include shares of open-end money market mutual funds (unless otherwise advised by Compliance).

“Outside Business Activity” means any organized or business activity conducted by a MSIM Employee outside of MSIM. This includes, but is not limited to, participation on a board of directors or advisory board, including that of a charitable organization, working part-time outside of MSIM, establishing a holding company for investments, establishing an LLC that invests in rental properties, or forming a limited partnership.

“PPA Model Personnel” means designated Investment Personnel who are involved in portfolio management, trading, and research & strategy, as well as other departments who may have access to pre-execution model portfolio transaction information and may have additional pre-clearance requirements as determined by Compliance. PPA Model Personnel includes, but is not limited to, Employees who were Seattle Investment Personnel prior to January 1, 2022.

“Portfolio Managers” means MSIM Employees who are primarily responsible for the day-to-day management of a Client portfolio.

“Private Investment” means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions. It includes investments in hedge funds, private equity funds, limited partnerships, real estate, peer to peer lending clubs and private businesses.

“Proprietary or Sub-advised Mutual Fund” means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.

“Public Side” means the MSIM businesses and entities and their Employees who work in the public securities markets (e.g., equities, fixed income and money markets).

“Research Analysts” are MSIM Employees who (1) perform financial, qualitative and/or quantitative analysis of financial instruments or their issuers that result in a recommendation or conclusion to Investment Personnel regarding investments for a Client; or (2) is involved in the construction or rebalancing of an index (as applicable); or (3) are assigned to make investment recommendations to, or for the benefit of, any Client portfolio.

“Restricted Lists” means any list of issuers or securities maintained by Morgan Stanley where trading in Employee Securities Accounts is restricted due to Firm policies or regulation.

II.

TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS

A. Employee Securities Accounts

Generally, you and your Immediate Family must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker or an Approved Broker, as applicable to the respective jurisdiction.

Requirements may vary in non-U.S. offices. New Employees or newly designated Covered Persons must disclose their Employee Securities Account(s) and accounts of their Immediate Family within 10 calendar days, of hire, using the Initial Disclosure Form, and transfer their Employee Securities Account(s) to a Morgan Stanley Broker or an Approved Broker, as applicable in non-US jurisdictions, at their own expense, within 60 calendar days of becoming a Covered Person. Failure to do so may be considered a significant violation of this Code.

Opening a Morgan Stanley Brokerage Account. When opening an Employee Securities Account, you must notify the Morgan Stanley Broker that you are an Employee and that the relevant account must be coded as an Employee or Employee-related account.

B. Fully Managed Account*

Fully Managed Accounts are generally permitted to be maintained outside of the Firm. For Fully Managed Accounts maintained outside of the Firm, Employees must provide Employee Investing and Activities Compliance (“EIAC”) with a copy of the management agreement, which EIAC will review for the relevant provisions. For certain brokers the management agreement is not required (e.g., robo advisors). If the account is managed by a firm other than Morgan Stanley, you must submit a request in the Outside Business Interests System (the "OBI System") and arrange for duplicate copies of statements to be sent to Compliance.

You may open a Fully Managed Account for yourself or an Immediate Family member if the account meets the standards set forth below. In certain circumstances and with approval from Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.

In order to establish a Fully Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.

To the extent that you become aware of a proposed transaction by the manager in these types of accounts or have personally directed or asked another person to direct trades in these accounts, you are required to pre-clear the transaction prior to execution of the trade by the manager.

Annually, MSIM Employees and Covered Consultants will be required to attest that they have not made, directly or indirectly, any individual investment decision related to such managed account(s), nor have they directed another person to make such investments without first pre-clearing those transactions in accordance with Section III.

*Pursuant to local regulation, Employees of MSIM Private Limited and IM Public Side Employees of the Global In-house Centers as listed in Schedule B are prohibited from opening Fully Managed Accounts.

C. Other Morgan Stanley Sponsored Accounts

You do not have to pre-clear participation in Morgan Stanley Sponsored Accounts (e.g., Morgan Stanley 401 (k), Employee Incentive Compensation Plan, etc.) with Compliance. However, you must disclose participation in these and similar plans as part of the quarterly reporting process upon initial participation, and during the annual certification process.

D. Non-Morgan Stanley Accounts

Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and require Compliance approval. If your request is approved, you will be required to ensure that duplicate statements are sent to Compliance. Requirements may vary in non-U.S. offices.

If you open an account other than with a Morgan Stanley Broker (inclusive of E*TRADE) without obtaining the required Compliance pre-approval, you must immediately disclose it to Compliance through the OBI System. You may be required to close such account.

Maintaining a non-Morgan Stanley 401(k) plan or similar account that permits you to trade Covered Securities must be approved by Compliance.

E. Individual Savings Accounts (“ISAs”) for Employees of MSIM Ltd. and EVAIL

Fully Managed Accounts for ISAs (i.e., an independent manager makes the investment decisions) and non-discretionary ISAs (including single company ISAs) where you make investment decisions, may only be established and maintained as long as the account is pre-approved by Compliance through the OBI System. In addition, for Non-discretionary ISAs you must obtain pre-approval for each transaction you wish to undertake via the Trade Pre-Clearance (“TPC”) system. Duplicate statements must be supplied to Compliance and applicable quarterly and yearly reporting requirements must be met. For the avoidance of doubt, Fully Managed Accounts for ISAs do not require pre-approval for each transaction undertaken by the independent investment manager. However, yearly reporting requirements apply.

F. Mutual Fund Accounts

You and your Immediate Family may open an account for the purpose of transacting in affiliated open-end Mutual Funds, including Sub-Advised and Proprietary Mutual Funds (i.e., an account directly with a fund transfer agent) without prior approval from Compliance.

G. Issuer Purchase Plans

You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or “DRIP,” by submitting the DRIP Form to your local Compliance group and pre-clearing the initial purchase and any sales. You must also report DRIP holdings to Compliance as part of the annual certification process.

H. Investment Clubs

You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.

I. Cryptocurrencies

You are generally not required to disclose accounts for Cryptocurrency (wallets/accounts) as long as they do not have brokerage capability and are not linked to an account with brokerage capability (whether or not such capability is utilized).

While trading Cryptocurrencies does not require disclosure or pre-clearance, participation in Private Investments or Outside Business Activities (such as mining) require disclosure and approval through the OBI System. Please note that investments or Outside Business Activities related to cryptocurrency exchanges or other related ventures are generally not permitted (please see the Global Employee Trading, Investing and Outside Business Activities Policy).

III.

PRE-CLEARANCE REQUIREMENTS FOR PERSONAL SECURITIES TRANSACTIONS

A. General

You and your Immediate Family are required to pre-clear and receive prior approval for all personal securities transactions in Covered Securities unless your personal securities transaction is subject to an exemption under this Code. Should an Employee be made aware of a proposed transaction in a Fully Managed Account or have personally directed, or asked another person to direct a trade in a Fully Managed Account, the Employee is required to pre-clear that trade prior to execution. See the Securities Transaction Matrix in Schedule A for additional information regarding the requirements for pre-clearance. In keeping with the general principles and objectives of the Code, Compliance, in its sole discretion, may refuse to grant approval of a personal securities transaction, without specifying a reason for the refusal.

Personal trade requests will be denied if there is an open order for a Client in the same security or related security at the time the personal trade request is submitted. Exceptions may be granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.

Please consult with your local Compliance if you have any questions.

B. Initiating a Transaction

Pre-clearance is obtained by entering your trade request into the TPC system (type “IMTPC/” into your browser). Upon completion of the necessary checks, you will receive a system generated email notification advising whether your trade request has been approved or rejected. You must wait for notification from the TPC system advising that your trade request has been approved before executing the trade.

C. Pre-Clearance Valid for One Day Only

All Covered Persons, including PPA Model Personnel, are required to pre-clear Covered Securities through the TPC system. If your trade request is approved, such approval is valid only for the day on which it is granted (the day on which you receive notification that your trade request was approved). Any transaction not completed (whether in whole or in part) on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

D. Restrictions and Requirements for Investment Personnel

No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by Investment Personnel (excluding PPA Model Personnel; see Section III.E “Restrictions and Requirements for PPA Model Personnel” below) for a period of five (5) calendar days before or five (5) calendar days after the Investment Personnel purchases or sells the security on behalf of a Client. Investment Personnel may request an exception from the Blackout Period if the Covered Security was traded for an index fund or index portfolio.

Investment Personnel or other Employees who have knowledge of Client trading activity are subject to the same five (5) calendar day Blackout Period. Investment Personnel must obtain approval from their Designated Manager or designee prior to obtaining pre-clearance approval by Compliance.

Restrictions and Requirements that apply to Eaton Vance Affiliated Entities

Where research recommendations or conclusions are involved, Investment Personnel, in particular Employees who work in the Eaton Vance Affiliated Entities businesses, must adhere to the following.

If within the five (5) calendar days prior to and including the day you seek preclearance and approval to enter into a personal securities transaction for a security:

(a) that security or a related financial instrument has been added to or removed from the Analyst Select Portfolio (a paper portfolio (non-cash) that enables analysts to express their opinions on their coverage sector or a specific stock within the coverage sector), or an existing position in the Analyst Select Portfolio has been increased or decreased;

(b) the weighted price potential (“WPP”) of that security (as determined by a Research Analyst) or a related financial instrument has been changed (the amount of the change in order to trigger the restrictions set forth herein as determined from time to time) on the relevant system (e.g., Code Red/FactSet RMS),^;or

(c) for purposes of CRM, that security (or its issuer) has been designated as “eligible” or “ineligible” or its designation as a “eligible” or “ineligible” has changed,

then you CANNOT trade the Security and your preclearance request will be denied.

Additional Requirements Pertaining to Research Analysts in the Eaton Vance Affiliated Entities Businesses

Research Analysts and their Immediate Family, in particular Research Analysts in the Eaton Vance Affiliated Entities businesses, are subject to the requirements and restrictions listed below.

•

Personal Securities Transactions for Securities in Your Coverage Area.

You and your Immediate Family may not enter into a personal securities transaction in any security for which you have coverage responsibility:

If you are in the process of making a new recommendation, have changed a recommendation or conclusion for the security or a related financial instrument, but have not yet communicated it to the Investment Personnel in your department;

Until the 5^th calendar day after you have communicated your new or changed recommendation or research conclusion throughout the relevant investment group; or

Until you have first determined, with the prior concurrence of local Compliance, that investment in that security or a related financial instrument is not suitable for any Client.

You may then proceed according to the requirements set forth above under sub-sections A, B and C above.

E. Restrictions and Requirements for PPA Model Personnel

PPA Model Personnel may be temporarily restricted from all personal securities trading during significant model portfolio rebalance and index reconstitution events. PPA Model Personnel may also be temporarily restricted from transacting in specific securities during significant model portfolio rebalance or index reconstitution events. PPA Model Personnel will be notified of all such personal trading Blackout Periods and Restricted Lists in writing by local Compliance. Additionally, PPA Model Personnel are required to request approval for any personal securities trades from their Designated Manager one (1) calendar day prior to the intended transaction and are required to attest in the TPC system that this approval has been obtained when submitting the trade request on the same day as the intended transaction.

Please consult your local Compliance if you have questions.

F. Employees Designated to be “Above the Wall”

MSIM Employees in the Legal and Compliance Division, Internal Audit Division, and the Global Risk & Analysis Super Department are designated to be “Above the Wall” (“ATW”) and their personal securities transactions are subject to additional pre-clearance checks with the Control Group. Other Employees may also be subject to the ATW checks as deemed necessary by the Control Group.

G. Transacting in Morgan Stanley Securities

Transacting in, including the gifting of, Morgan Stanley securities is subject to the Global Employee Trading, Investing and Outside Business Activities Policy and must take place during the designated window periods.

H. Trading Derivatives

MSIM Employees who work in the PPA business are prohibited from trading ALL Derivatives.

The following is a list of permitted options trading (for non-PPA Employees) that must be pre-cleared by your local Compliance and submitted through the TPC system:

Call Options

Listed Call Options. You may purchase a listed call option if the call option has a “period to expiration” of at least 30 calendar days from the date of purchase and you hold the call option for at least 30 calendar days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 calendar days after the date of option exercise.

Covered Calls. You may also sell (or “write”) a call option only if you have held the underlying security (in the corresponding amount) for at least 30 calendar days.

Put Options

Listed Put Options. You may purchase a listed put option if the put option has a “period to expiration” of at least 30 calendar days from the date of purchase and you hold the put option for at least 30 calendar days prior to sale. If you purchase a put option on a security you already own, you may exercise the put once you have held the underlying security for 30 calendar days. If you purchase a put on a security that you do not own, you may not exercise the put; and must sell the option prior to its expiration date.

For MSIM Employees, other than those who work in the PPA business, you may not trade futures, forward contracts, including currency forwards, physical commodities and related derivatives, over-the-counter warrants or swaps. You are prohibited from selling (“writing”) a put. The prohibition on commodities trading applies to trades directly on commodities markets rather than holding the physical commodity (e.g., gold bullion).

I. Other Restrictions

Primary and Secondary Public Offerings

You and your Immediate Family are generally prohibited from purchasing any equity security in an initial or secondary/follow on public offering. In addition, unless otherwise notified by Compliance, you may not purchase an equity security that is part of a primary or secondary public offering that the Firm is underwriting or selling until the distribution has been completed. This restriction does not apply to rights issuances to which Employee Securities Accounts would be entitled with regard to their existing holdings. Note that this restriction also applies to your immediate family, regardless of whether the securities are purchased into an Employee Securities Account.

Purchases of new issue debt are permitted, provided such purchases are pre-cleared by Compliance and meet other relevant requirements of the Code.

Short Sales

You and your Immediate Family may not engage in short selling of Covered Securities.

Restricted List

You and your Immediate Family may not transact in Covered Securities that appear on the Firmwide Restricted List or other such lists applicable to your business unit. You must check the Restricted List and other applicable lists prior to submitting a TPC request.

Cross Trades

MSIM Employees and their Immediate Family are not allowed to engage in cross trades or pre-arranged trades between their Employee Securities Accounts, MSIM funds and MSIM Client accounts.

Changes to Normal Settlement Cycles

Hong Kong Type 9 License Holders are not permitted to make changes to normal settlement cycle or delay settlement for any trades in Employee Securities Accounts.

J. Other Activities Requiring Pre-Clearance

The following activities also require pre-clearance:

➢

Outside Business Activities

Please see Section VI “Outside Business Activities and Private Investments” of this Code.

➢

Outside Brokerage Accounts

Please see Section II “Types of Accounts and Account Opening Requirements” of this Code.

➢

Transactions in Private Investments

Please see Section VI “Outside Business Activities and Private Investments” of this Code.

➢

Political Contributions

Please consult the Firm Policy on U.S. Political Contributions and Activities.

K. Additional Large Trading Clearance for Employees in Asia Pacific and Japan

Before executing a securities transaction that exceeds USD 500,000 (or its currency equivalent) or where the cumulative value of current transaction and all transactions in the same issuer within a 30 day calendar window exceeds USD 500,000 (or its currency equivalent), all MSIM Employees in Asia Pacific and Japan are required obtain additional large trade pre-clearance by completing the form in the policy link provided below and email a copy to “asialargetrades”:

Additional Large Trade Clearance for Employee Trades in Asia Pacific

Additional Large Trade Clearance for Employee Trades in Japan

Please note this approval requirement is in addition to the Trade pre-clearance requirement via the IMTPC system referred to in Section B above.

IV.

HOLDING REQUIREMENTS

A. Proprietary and Sub-advised Mutual Funds

You may not redeem or exchange Proprietary or Sub-advised Mutual Funds until at least 30 calendar days from the purchase trade date.

B. Covered Securities

You may not sell a Covered Security until you have held it for at least 30 calendar days.

Employees are subject to the terms and restrictions of an open-end fund’s prospectus, including restrictions such fund may impose on excessive trading. You may not engage in trading of shares of an open-end fund that is inconsistent with the prospectus of that fund. Where an advised or sub-advised fund’s prospectus has a holding period that is less than 30 calendar days, Employees are required to hold shares for at least 30 calendar days before selling.

C. Holding Requirements Specific to MSIMJ Employees

When selling equity and equity-linked notes, Covered Persons at MSIMJ must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in Morgan Stanley Securities.

D. Holding Requirements Specific to HK Type 9 License Holder Employees

All personal account investments (including Exempt Securities) made by Hong Kong Type 9 License Holders are required to be held for a minimum of 30 calendar days.

REPORTING REQUIREMENTS

A. Initial Reporting and Certification

When you commence employment with MSIM or otherwise become a Covered Person, you must provide an Initial Disclosure Form (the “Initial Report”) to Compliance no later than 10 calendar days after you become a Covered Person. The information you provide must not be more than 45 calendar days old from the day you became a Covered Person and must include:

➢

The title and type, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security;

➢

The name of any broker-dealer, bank or financial institution where you maintain an account in which any securities are held;

➢

Any Outside Business Activities; and

➢

The date you submitted the Initial Report.

All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also certify that you have read, understand and agree to abide by the terms of the Code, including but not limited to, the disclosure of Outside Accounts, Outside Business Activities and Private Investments that are required to be logged in the Outside Business Interest system within 30 calendar days and the transfer or closure of the account within 60 calendar days of hire. If you have any questions, contact your local Compliance group.

B. Quarterly Reporting and Certification

You must submit a Quarterly Transaction Report to Compliance no later than 30 calendar days after the end of each calendar quarter, or in accordance with regulatory requirements applicable to your region. You do not have to submit a Quarterly Transaction Report if it would duplicate information provided in broker account statements that Compliance already receives or may access.

The Quarterly Transaction Report must contain the information set forth below.

➢

For transactions in an Employee Securities Account during the previous quarter you must provide:

•

The date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security;

•

The nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition);

•

The price of the security at which the transaction was effected;

•

The name of the broker-dealer or bank with or through which the transaction was effected; and

•

The date you submitted the Quarterly Transaction Report.

➢

For any new account, including accounts for your Immediate Family, established by you during the previous quarter in which any securities are held for your direct or indirect benefit, you must provide:

•

The name of the broker-dealer, bank or financial institution with which you established the account;

•

The date the account was established; and

•

The date you submitted the Quarterly Transaction Report.

A reminder to complete the Quarterly Transaction Report will be provided to you by Compliance.

C. Annual Reporting and Certification

You must update, as applicable, and certify to the following information on an annual basis (the “Annual Report”):

➢

A list of your current brokerage account(s), including those for your Immediate Family;

➢

A list of all securities and principal amount beneficially owned by you in these account(s);

➢

A list of all your approved Outside Business Activities, and Private Investments;

➢

A list of all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k) accounts and any Covered Securities held in certificate form);

➢

A list of broker-dealers, banks or financial institutions with which you maintain an account in which any securities are held; and

➢

That you have not made, directly or indirectly, any individual investment decision related to any Fully Managed Account(s), nor have you directed another person to make such investments without first pre-clearing those transactions in accordance with Section III.

The information in the Annual Report must not be more than 45 calendar days old from the day you submit it to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code.

The link to the Annual Report will be provided to you by Compliance.

Hong Kong Type 9 License Holders are required to submit their holdings annually and semi-annually in October and April each year.

VI.

OUTSIDE BUSINESS ACTIVITIES AND PRIVATE INVESTMENTS

A. Approval to Engage in an Outside Business Activity

You may not engage in any Outside Business Activity, regardless of whether or not you receive compensation or are asked to engage in such activity by the Firm, without prior approval first from the Employee’s Designated Manager and then from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Business Activity or if the nature of the activity changes, materially. In addition, and as part of the Annual Certification of Employees, you are required to review/edit each disclosure for completeness and accuracy.

Examples of an Outside Business Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation), setting up a holding company for investments or investing in rental properties. For U.S. registered Employees only, real estate investments that generate rental income require disclosure in the OBI System, unless the property is also used by the Employee as a primary, secondary or vacation residence. Generally, Compliance will not approve any Outside Business Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not in competition with those of the Firm.

In the case of employees of Morgan Stanley AIP GP LP (“AIP”), where serving on an advisory board for a company in which AIP invests is part of the AIP employee’s roles and responsibilities as an employee of AIP, such service shall not be considered an Outside Business Activity and approval via the OBI System is not required. The relevant senior business managers are responsible for approving Employees to serve on advisory boards, documenting such approvals, maintaining a list of such Employees, and reviewing the list in consultation with the relevant Compliance officers at least annually.

A request to serve on the board of any company, particularly the board of a public company, will be granted in very limited instances only. If you receive approval, your directorship may be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.

B. Approval to Invest in a Private Investment

You may not invest in a third-party Private Investment without prior approval from Compliance. Private Investments include investments in privately held corporations, limited partnerships, tax shelter programs, hedge funds and holding companies (i.e. LLC, LP, S-Corp, C-Corp, etc.). Approval is required for third-party private investments held in a Morgan Stanley account through the OBI system. Disclosure in the OBI system is not required for Morgan Stanley proprietary funds (funds structured by Morgan Stanley or its affiliates that are offered to MS Employees and/or Clients).

For Singapore-licensed Employees, it is prohibited to conduct (by way of Outside Business Activity or Private Investment) the following non-financial advisory activities:

•

Carrying on moneylending business;

•

Organizing, promoting or conducting any casino marketing arrangement;

•

Being involved in the real estate agency business;

•

Marketing any investment that is not an investment product.

C. Pre-Clearance Process

You may request pre-clearance of Outside Business Activities and Private Investments by typing “OBI” into your browser.

VII.

CONSULTANTS AND TEMPORARY WORKERS

Consultants and other temporary workers who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM must adhere to the following:

➢

Initial, quarterly and annual reporting;

➢

Provision of duplicate account statements to Compliance for transactions in any Covered Security;

➢

Prohibition against participating in any IPOs;

➢

Prohibition against participation in Investment Clubs;

➢

Pre-clearance of Outside Business Activities and Private Investments.

➢

Pre-clear all personal securities transactions in Covered Securities.

Consultants or temporary workers that are hired for positions lasting more than one year or are otherwise classified as a Covered Person by their assignment contacts/managers or Compliance may be required to transfer brokerage accounts to a Morgan Stanley Broker or Firm approved third party broker as applicable to the respective jurisdiction.

VIII.

REVIEW, INTERPRETATIONS AND EXCEPTIONS

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Exceptions are granted only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction. If Compliance determines that an exception would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act, Compliance may approve an exception and will document the exception, including the circumstances and rationale.

IX.

ENFORCEMENT AND SANCTIONS

Violations of the Code are reported to Compliance, and, as appropriate, senior management. On a quarterly basis, violations of the Code are reported to the applicable funds' board of directors. We may issue letters of warning/education or impose sanctions as appropriate, including notifying your Designated Manager, issuing a reprimand (orally or in writing), restricting your trading privileges, reducing your discretionary bonus, if any, requiring reversal of a trade made in violation of the Code or other applicable policies, or taking other disciplinary action, including, but not limited to, suspension or termination of your employment. Violations are considered on a cumulative basis.

The foregoing sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions if deemed warranted by the facts and circumstances of each situation. MSIM management, including the Head of MSIM Compliance, is authorized to determine the choice of actions to be taken in specific cases.

Sanctions may vary based on applicable law and regulatory requirements in your jurisdiction.

In addition, pursuant to the terms of Section 9 of the Investment Company Act of 1940, as amended, no director, officer or Employee of MSIM may become, or continue to remain, an officer, director or Employee of MSIM without an exemptive order issued by the U.S. Securities and Exchange Commission, if such director, officer or Employee:

➢

Within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

➢

Is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

You are obligated to immediately report any conviction or injunction described here to Compliance.

In addition to the above, you may also be subject to similar fit and proper/conduct related requirements to the extent you are employed or licensed in non-US jurisdictions. Please reach out to your local Compliance coverage if you are unclear about the requirements that apply to you.

RELATED POLICIES

In addition to this Code, you are also subject to the policies and procedures documented in the Compliance Manual applicable to your region; the Global Employee Trading Investing and Outside Business Activities Policy; the Morgan Stanley Code of Conduct; the Global Confidential and Material Non-Public Information Policy; the Policy on U.S. Political Contributions and Activities; and the MSIM Global Gifts, Entertainment and Charitable Giving Policy (requirements may vary in non-U.S. offices).

XI.

RECORDKEEPING

A. Firm Requirements

Records are retained in accordance with the Firm's Global Information Management Policy, which establishes general Firm-wide standards and procedures regarding the retention, handling, and destruction of official books and records and other information of legal or operational significance. The Global Information Management Policy incorporates the Firm's Master Retention Schedule, which lists various record classes and associated retention periods on a global basis.

B. MSIM Maintenance of Records Relevant to this Code

Compliance shall maintain records relevant to this Code as may be necessary under the provisions of this Code.

Exhibit 99.B(p)(14)

CODE OF ETHICS

Western Asset Investment Grade Income Fund, Inc.
Western Asset Management Company, LLC
Western Asset Management Company Limited
Western Asset Management Company Pte. Ltd.
Western Asset Funds, Inc.
Western Asset Premier Bond Fund
Western Asset Inflation-Linked Income Fund
Western Asset Inflation-Linked Opportunities & Income Fund

Revised June 30, 2021

TABLE OF CONTENTS

What are the Objectives and Spirit of the Code?		3
Who is Subject to the Code?		5
Who Administers the Code?		7
Fiduciary Duty to Clients and Funds		9
Reporting of Personal Trading		11
Preclearance Process for Personal Trading		14
¨	What Trades Must Be Precleared?	14
¨	What Trades are Not Required to be Precleared?	15
¨	How does the Preclearance Process Work?	17
Personal Trading Restrictions		18
¨	Holding Periods	21
¨	Blackout Periods	19
¨	Preclearance Sought in Good Faith	19
Requirements for Fund Directors		20

WHAT ARE THE OBJECTIVES AND SPIRIT OF THE CODE?

Adoption of Code of Ethics by Western Asset and the Funds. Western Asset Management Company, Western Asset Management Company Pte. Ltd. and Western Asset Management Company Limited (referred to generally as “Western Asset”) act as fiduciaries and, as such, are entrusted to act in the best interests of all clients, including investment companies. Accordingly, Western Asset has adopted this Code of Ethics in order to ensure that employees uphold their fiduciary obligations and to place the interests of clients, including the Funds, before their own.

In addition, Western Asset Investment Grade Income Fund, Western Asset Premier Bond Fund, Western Asset Funds, Inc., Western Asset Inflation-Linked Securities & Income Fund and Western Asset Inflation-Linked Income Fund (referred to generally as the “Funds”) have also adopted this Code of Ethics in order to ensure that persons associated with the Funds, including Directors/Trustees (“Directors”), honor their fiduciary commitment to place the interests of the Funds before their own.

Regulatory Requirement. The Investment Company Act of 1940 requires each investment company (i.e., the Funds), as well as its investment adviser and principal underwriter, to adopt a code of ethics. In addition, the Investment Advisers Act of 1940 requires each investment adviser (i.e., Western Asset) to adopt a code of ethics. Both Acts also require that records be kept relating to the administration of the Code of Ethics. This Code of Ethics shall be read and interpreted in a manner consistent with these Acts and their related rules.

Compliance with Applicable Law. All persons associated with Western Asset are obligated to understand and comply with their obligations under applicable law. Among other things, laws and regulations make clear that it is illegal to defraud clients and Funds in any manner, mislead clients or Funds by affirmative statement or by omitting a material fact that should be disclosed, or to engage in any manipulative conduct with respect to clients, Funds, or the trading of securities.

Confidential Information. All persons associated with Western Asset and the Funds may be in a position to know about client identities, investment objectives, funding levels, and future plans as well as information about the transactions that Western Asset executes on their behalf and the securities holdings in their accounts. All this information is considered confidential and must not be shared unless otherwise permitted.

Avoiding Conflicts of Interest. Neither Western Asset employees nor Fund Directors may take advantage of their knowledge or position to place their interests ahead of Western Asset clients or the Funds, as the case may be. Different obligations may apply to different persons under this Code of Ethics, but this duty includes an obligation not to improperly trade in personal investment accounts, as well as an obligation to maintain complete objectivity and independence in making decisions that impact the management of client assets, including the Funds. Western Asset employees and Fund Directors must disclose all material facts concerning any potential conflict of interest that may arise to the Funds’ Chief Compliance Officer or the Western Asset Chief Compliance Officer, as appropriate.

Upholding the Spirit of the Code of Ethics. The Code of Ethics sets forth principles and standards of conduct, but it does not and cannot cover every possible scenario or circumstance. Each person is expected to act in accordance with the spirit of the Code of Ethics and their fiduciary duty. Technical compliance with the Code of Ethics is not sufficient if a particular action or series of actions would violate the spirit of the Code of Ethics.

Western Asset Compliance Policies and Procedures. In addition to the Code of Ethics, Western Asset has established policies and procedures that are designed to address compliance requirements and conflicts and potential conflicts of interest not related to personal trading. Employees have an obligation to follow Western Asset’s compliance policies and procedures.

WHO IS SUBJECT TO THE CODE?

While the spirit and objectives of the Code generally are the same for each person covered by the Code of Ethics, different specific requirements may apply to different categories of people. Western Asset and the Funds have both adopted the Code of Ethics, and the requirements for Western Asset employees differ from those for Fund Directors. You must understand what category or categories apply to you in order to understand which requirements you are subject to.

Western Asset Employees, Officers and Directors. As a condition of employment, all Western Asset employees, officers and directors (generally referred to as “Western Asset employees”) must read, understand and agree to comply with the Code of Ethics. You have an obligation to seek guidance or take any other appropriate steps to make sure you understand your obligations under the Code of Ethics. On an annual basis, you are required to certify that you have read and understand the Code of Ethics and agree to comply.

Western Asset Independent Contractors. Independent contractors may be subject to the Code of Ethics depending on the length of time with Western Asset, the nature of the engagement and the access to information. If designated, you are required to comply with the Code of Ethics and make all the required certifications. All independent contractors are still obliged to observe obligations of confidentiality and other terms of their engagements.

Directors of the Funds. The Code of Ethics applies to interested Directors of the Funds who are also Western Asset employees or otherwise interested persons because of their business affiliations with Western Asset. Interested Directors who are also employees or are otherwise interested persons because of their business affiliations with Franklin Templeton Investments are subject to the Franklin Templeton Investments Code of Ethics.

What are the “Funds”?

Western Asset Funds, Inc.

Western Asset Investment Grade Income Fund, Inc.

Western Asset Premier Bond Fund

Western Asset Inflation-Linked Income Fund

Western Asset Inflation-Linked Opportunities & Income Fund.

If a Director is considered to be an “interested person” of a Fund, its investment adviser or principal underwriter within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, then he or she is considered an Interested Director.

If a Director is not considered to be an “interested person,” then he or she is considered to be a Disinterested Director.

If you are both a Fund Director and an employee of Western Asset, you are subject to the requirements that apply to you as an employee of Western Asset, as applicable.

Western Asset Interested Directors are subject to those requirements forth in the Section below titled “Requirements for Fund Directors.”

Access Persons. Western Asset employees and Fund Officers and Directors are considered “Access Persons” because they may have access to information regarding investment decisions, transactions and holdings. Other people may also be considered to be “Access Persons” and subject to the same requirements as Western Asset employees including the following:

Any natural person that has the power to exercise a controlling influence over the management and policies of Western Asset or the Funds and who obtains information concerning recommendations made to a client account, including a Fund, with regard to the purchase or sale of a security.

Any person who provides advice on behalf of Western Asset and is subject to Western Asset’s supervision and control.

Any other such person as the Chief Compliance Officer of Western Asset or the Funds designate.

Investment Persons. If you are a Western Asset employee and you also make recommendations or investment decisions on behalf of Western Asset as part of your regular functions or duties, or you make or participate in making recommendations regarding the purchase or sale of securities for a Western Asset client or account, you are considered an “Investment Person.” Investment Persons are subject to all the requirements of Western Asset employees, but also must comply with additional restrictions due to their knowledge and involvement with investment decisions Western Asset is considering or planning for the future.

Other Codes of Ethics. If you are an Access Person under this Code, but you are employed principally by affiliates of Western Asset and you are subject to a Code of Ethics that complies with applicable law, you are subject to the relevant provisions of the Code of Ethics of your principal employer and not subject to this Code. The principal application of this is for those subject to codes of Franklin Resources, Inc. and related subsidiaries (collectively, “Franklin Templeton Investments.”)

WHO ADMINISTERS THE CODE?

Western Asset Pasadena Management Committee:

Responsibilities. The Western Asset Pasadena Management Committee has ultimate responsibility for the Code of Ethics. The Management Committee shall review and approve or deny any changes or proposed changes to the Code of Ethics. The Management Committee shall also receive periodic reports from the Legal and Compliance Department regarding violations of the Code of Ethics. The Management Committee shall determine the appropriate policy with respect to sanctions for Code of Ethics violations. The Management Committee may delegate the administration of this Code of Ethics to other individuals or departments, including the power to impose sanctions for particular violations according to the framework approved by the Committee.

Interpretation: The Management Committee is the final arbiter of questions of interpretation under this Code of Ethics.

Western Asset Chief Compliance Officer:

Receipt of Violations. The Chief Compliance Officer (known as the “CCO”) for Western Asset is the person designated to receive all violations of the Code of Ethics. If a Western Asset employee becomes aware of a violation of this Code of Ethics or a violation of applicable law, they have an obligation to report the matter promptly to the CCO.

Review of Violations. The Western Asset CCO must review all violations of the Code of Ethics and oversee any appropriate investigation and subsequent response with respect to Western Asset.

Chief Compliance Officer for the Funds:

Responsibilities. The Chief Compliance Officer for the Funds is responsible for overseeing the administration of the Funds’ compliance policies and procedures.

Reporting of Violations. All violations of the Funds’ Code of Ethics must be reported to the Funds’ Chief Compliance Officer. To the extent that a violation involves a Fund Director, the Funds’ CCO shall oversee any appropriate investigation and subsequent response with respect to the Funds.

Sanctions for Violations of the Code of Ethics:

If you violate the Code of Ethics, you may be subject to sanctions. Violations may take a variety of forms, depending on the facts and circumstances and should reflect the nature of the violation, the risk to clients and other similar factors.

In evaluating a violation, a variety of factors may be considered including any evidence of a violation of the law, potential or actual harm to client interests, evidence of fraud, neglect or indifference to the Code of Ethics, frequency of violations, prior violations, and cooperation or mitigation efforts of the employee.

Sanctions may include any of the following types of sanctions or such other sanctions as may be deemed appropriate:

Verbal or written warnings

Written warnings with copies to the employee’s supervisor and/or personnel file

Limits on personal trading activities, such as limits on the ability to trade or open new positions

Requirements to disgorge profits and/or reverse trades

Referrals to Human Resources for disciplinary action

Terminations

FIDUCIARY DUTY TO CLIENTS AND FUNDS

Comply with Applicable Law. A variety of securities laws, including those described in this Code of Ethics, apply to the operation of Western Asset and the Funds. It is your responsibility to understand your obligations under these laws and to comply with those requirements. You have an obligation to seek assistance from the Legal and Compliance Department if you are unsure of what your obligations are under this Code of Ethics.

Fiduciary Duty. As a fiduciary for Western Asset clients, including the Funds, you have an obligation to act in clients’ best interests. You must scrupulously avoid serving your personal interests ahead of the interests of clients and the Funds. That includes making sure that client interests come first and that you avoid any potential or actual conflicts of interest. That fiduciary duty extends to all aspects of the business. Conflicts and potential conflicts can arise in a variety of situations. You may have information regarding clients, their investment strategies, strategic plans, assets, holdings, transactions, personnel matters and other information. This information may not be communicated in any manner to benefit yourself or other persons. This obligation extends to avoiding potential conflicts between client accounts as well. You may not inappropriately favor the interests of one client over another.

Compliance with the Code of Ethics. All new staff are provided with a copy of this Code of Ethics upon joining the Firm and the current version is posted on the Firm’s intranet. From time to time, the Firm may revise the Code of Ethics and you will be provided with a copy of any such amendments to the Code. On an annual basis and when the Code of Ethics is amended, you will be required to acknowledge in writing that you have received, understand and agree to comply with the Code of Ethics.

Personal Interests. As a general matter, you may not improperly take personal advantage of your knowledge of recent, pending or intended securities activities for clients, including the Funds. In addition, you may not improperly take advantage of your position to personally gain at the expense of the interests of Western Asset, clients, or the Funds.

Maintaining the Best Interests of Clients. The provisions of this Code of Ethics address some of the ways in which you are expected to uphold the fiduciary duty to clients and the Funds. It is not an exclusive list.

Confidentiality. Unless otherwise permitted, information regarding clients or their accounts may not be shared with persons outside of the Firm, such as vendors, family members, or market participants. In particular, information regarding the trading intentions of clients or Western Asset on behalf of its clients may not be shared.

Personal trading:

A potential conflict exists between the interests of clients (including the Funds) and your personal investment activities. This conflict may take shape in a variety of ways, including the particular trades you execute and the volume of trading you do.

You may not engage in an excessive volume of trading in your personal accounts. High volumes of personal trading may raise concerns that your energies and interests are not aligned with client interests.

Depending on the particular security that you choose to buy, a holding period may also apply that requires you to hold that security for a minimum period of time.

At all times, you have an obligation to refrain from personally trading to manipulate the prices of securities and trading on material non-public information.

Given the potential conflict that exists between client transactions, holdings and intentions and your personal trading activity, the Code of Ethics contains detailed requirements regarding your personal conduct and the monitoring of your personal trading activity. The remaining sections of the Code of Ethics provide guidance on the requirements that must be followed in connection with your personal trading activity.

REPORTING OF PERSONAL TRADING

You must provide information regarding your personal investment accounts as required under this Code of Ethics. Reporting obligations take effect at the inception of your involvement with Western Asset or a Fund, and continue on a monthly, quarterly and annual basis. As with other provisions of the Code of Ethics, you are expected to understand and comply with the obligations that apply to you. (Applicable provisions for Western Asset Interested Directors are described more fully below in the Section titled “Requirements for Fund Directors.”)

In order to monitor potential conflicts of interest and your compliance with the Code, Western Asset employees and Interested Directors must identify investment accounts and provide information on particular securities transactions in those accounts.

Western Asset Management Company employees (i.e., those located in the Pasadena and New York offices) must maintain personal brokerage accounts only with brokers approved by the Firm. New hires must transfer their accounts within 90-days of hire. The criterion for broker approval is whether a broker is willing and able to provide electronic feeds to Western Asset for purposes of monitoring and administration of the Code of Ethics and Western Asset’s systems can effectively accommodate the electronic feeds. A list of approved brokers shall be published by the Legal and Compliance Department for reference by employees. Limited exceptions may be granted by the General Counsel or Chief Compliance Officer in such cases as may be necessary or prudent on a case by case basis (such as for accounts of family members of employees).

Which investment accounts do Western Asset employees and Western Asset Interested Directors need to report?

Report any of the following investment accounts:

Any investment account with a broker-dealer or bank in which you have a direct or indirect interest, including accounts that are yours or that you share jointly with another person. This includes joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations.

This requirement generally will cover any type of brokerage account opened with a broker-dealer or bank.

You must also report any Individual Retirement Account (“IRA”) held with a broker-dealer or bank.

Any investment account with a broker-dealer or bank over which you have investment decision-making authority (including accounts you are named on, such as being a guardian, executor or trustee, as well as accounts you are not named on, such as an account owned by another person for which you have been granted trading authority).

Any investment account with a broker-dealer or bank established by partnership, corporation, or other entity in which you have a direct or indirect interest through any formal or informal understanding or agreement.

Any college savings account in which you hold securities issued under Section 529 of the Internal Revenue Code and in which you have a direct or indirect interest.

Any account established to hold shares in a Franklin Resources, Inc. Employee Stock Investment Plan (ESIP) or similar plan.

Any other account that the Western Asset Management Committee or its delegate deems appropriate in light of your interest or involvement.

You are presumed to have investment decision-making authority for, and therefore must report, any investment account of a member of your immediate family if they live in the same household as you. (Immediate family includes a spouse, child, grandchild, stepchild, parent, grandparent, sibling, mother or father-in-law, son or daughter in-law, or brother or sister in-law.) You may rebut this presumption if you are able to provide Western Asset with satisfactory assurances that you have no material interest in the account and exercise no control over investment decisions made regarding the account. Consult with the Legal and Compliance Department for guidance regarding this process.

Do not report any of the following accounts:

Do not report investment accounts that are not held at a broker-dealer or bank that permit investments only in shares of open-end investment companies or funds:

Do not report such an investment account if the account holds only shares in money market funds.

Do not report such an investment account if you only invest in open-end funds not advised or sub-advised by Western Asset or a Franklin Templeton Investments affiliate. If you begin investing in open-end funds advised or sub-advised by Western Asset or an affiliate, you must report the investment account.

Do not report any 401(k), 403(b) or other company sponsored retirement accounts unless there is trading activity in funds advised or sub-advised by Western Asset or an affiliate. The list is available from the Legal and Compliance Department. Note: If you have a Western Asset 401(k) account, no additional reporting is required, but you are subject to the holding period requirements described in the Section below titled “Personal Trading Restrictions.”

What reports are Western Asset employees and Western Asset Interested Directors required to provide?

At hire: What information is required when you are hired or become a Western Asset employee or a Western Asset Interested Director of a Fund?

You must report all of your investment accounts. (See information above for more detail on which accounts must be reported.)

The report must either include copies of statements or the name of the broker, dealer or bank, title on the account, security names, exchange ticker and CUSIP as applicable, and the number of shares and principal amount of all holdings.

There is no requirement to report holdings of digital tokens, altcoins, crypto currencies or similar assets. This obligation may be revised based on further regulatory guidance, particularly if such instruments are deemed to be “securities.”

You must sign and date all initial reports.

You must report required information within 10 calendar days from the date of hire or the date on which you become a Western Asset employee or Western Asset Interested Director.

All the information that you report must be no more than 45 days old.

The Legal and Compliance Department will attempt to arrange with your brokerage firm to receive duplicate confirmations and statements to enable the firm to monitor your trading activities, but your assistance may be required.

Electronic Confirmations and Statements: The Western Asset Legal and Compliance Department will attempt to arrange to receive duplicate copies of transaction confirmations and account statements for each investment account directly from each financial institution with whom you have reported having an investment account. To the extent that Western Asset is able to directly obtain such information, you will not be required to separately provide the information described below for quarterly or annual transaction reports. You may be asked to confirm Western Asset’s records in lieu of providing your own holdings or transaction reports. Your assistance may be required for information Western Asset does not have or is not able to obtain otherwise, which may include providing statements to Western Asset yourself or coordinating with your financial institution to send confirmations and statements to Western Asset.

Quarterly Transaction Reports: What information is required on a quarterly basis?

You must report all transactions in covered securities in which you have a direct or indirect beneficial interest during a quarter to the Legal and Compliance Department within 30 days after quarter end, regardless of whether the account is required to be reported as described above.

What are “covered securities”? “Covered securities” are any security as defined by the Investment Advisers Act of 1940, Investment Company Act of 1940, any financial instrument related to a security, including fixed income securities, any equity securities, any derivatives on fixed income or equity securities, ETFs, closed-end mutual funds, and any open-end mutual funds managed, advised or sub-advised by Western Asset or an affiliate. “Covered securities” does not include digital tokens, altcoins, crypto currencies or similar assets. This obligation may be revised based on further regulatory guidance, particularly if such instruments are deemed to be “securities.”

“Covered securities” does not include obligations of the US government, bankers acceptances, bank certificates of deposit, commercial paper and high quality short term debt instruments such as repurchase agreements and other instruments as described below in the Section titled “What Trades are Not Required to be Precleared?”

The report shall state the title and number of shares, the principal amount of the security involved, the interest rate and maturity date if applicable, the date and nature of the transaction, the price at which the transaction was effected and the name of the broker, dealer or bank with or through whom the transaction was effected.

The report must also include the date it was submitted.

You may not be required to file a quarterly report if the Legal and Compliance Department received duplicate copies of your broker confirmations and statements within the 30 day time period. From time to time, however, the Legal and Compliance Department may not receive all duplicate statements from brokers or may not receive them on a timely basis. In those cases, you will be notified by the Legal and Compliance Department and you have an obligation to provide copies of the statements or report all transactions you execute during the quarter in some other form.

If you have no investment accounts or executed no transactions in covered securities, you may be asked to confirm that you had no investment activity (either independent of an account or in a newly opened account).

Annual Holdings Reports: What information is required on an annual basis?

You must provide a list of all covered securities in which you have a direct or indirect interest, including those not held in an account at a broker-dealer or bank. The list must include the title, the exchange ticker or CUSIP number as applicable, number of shares and principal amount of each covered security. Copies of investment account statements containing such information are sufficient. Holdings are not required to include digital tokens, altcoins, crypto currencies or similar assets unless they are held in a securities account at a broker-dealer or bank.

You must report the account number, account name and financial institution for each investment account with a broker-dealer of bank for which you are required to report.

While the Western Asset Legal and Compliance Department may be receiving duplicate statements and confirmations for your investment accounts, this annual reporting requirement is intended to serve as a check to make sure that all of Western Asset’s information is accurate and current.

The information in the annual report must be current as of a date no more than 45 days before the report is submitted and the annual report must include the date it was submitted to the Western Asset Legal and Compliance Department.

You also must certify annually that you have complied with the requirements of this Code of Ethics and that you have disclosed or reported all transactions and holdings required to be disclosed or reported pursuant to the requirements of this Code.

New Investment Accounts: When do I need to report new investment accounts that are required to be reported under the Code of Ethics?

After you open an account or after you assume a role or obtain an interest in an account that requires reporting (as discussed in the Section titled “Reporting of Personal Trading”), you have 30 calendar days after the end of the quarter to report the account.

You must report the title of the account, the name of the financial institution for the account, the date the account was established (or the date on which you gained an interest or authority that requires the account to be reported) and the date reported.

Additional Reporting for Certain Persons. What additional reporting obligations exist for Directors and Officers of Closed-End Investment Companies, officers or Western Asset, or designated members of the Western Asset Investment Strategy Group?

Section 16 of the Securities Exchange Act of 1934 requires Directors and Officers of any closed-end investment company to report to the Securities and Exchange Commission changes in their personal ownership of that closed-end investment company’s stock. Note that reporting is not required for all close-end investment companies, but only the shares of those closed-end funds for which a person serves as a director or officer.

In addition, Section 16 requires Western Asset officers and designated members of the Western Asset Investment Strategy Group to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months. Under Section 16, holding periods operate on a “last in, first out” methodology, so the six month holding period for all holdings re-sets with each new purchase. Such persons should consult the Western Asset Legal and Compliance Department for further guidance regarding specific provisions of the law, including applicable reporting requirements.

If provided with the necessary information, the Western Asset Legal and Compliance Department will assist and make the filings with the Securities and Exchange Commission on your behalf.

PRECLEARANCE PROCESS FOR PERSONAL TRADING

Before you execute a personal trade, the trade may need to be precleared to ensure that there is no conflict with Western Asset’s current trading activities on behalf of its clients (including the Funds). All Western Asset employees are required to preclear trades in securities except as provided below.

WHAT TRADES MUST BE PRECLEARED?

Any Security (unless excluded below). You must preclear trades in any security, which means any bond, stock, debenture, certificate of interest or participation in any profit sharing venture, warrant, right and generally anything that meets the definition of “security” under the Investment Advisers Act of 1940 and the Investment Company Act of 1940. Except for money market instruments, G-7 government direct obligations and government direct obligations of Singapore and Australia, all fixed income securities must be precleared.

Restricted List. Subject to the caveat below for common stock, you are required to preclear the securities of any issuer that are listed on the Western Asset restricted list.

Common Stocks. You are only required to preclear publicly traded common stocks if the issuer of the common stock is listed on the Western Asset restricted list. In cases where the common stock is on the restricted list, designated as being eligible for trading, and the issuer has USD$10 billion or more in market capitalization, pre-clearance is only required if your trade is over USD$100,000 in value. Restrictions also apply to investments in private placements (including private funds) or initial public offerings (see discussion below). Preclearance is not required, however, for trading in stocks issued by Franklin Resources, Inc. as long as all other restrictions such as restricted periods are followed.

Stocks of Brazilian Issuers. You must preclear all Brazilian equity trades except trades of a de minimis amount (i.e., trades of 500 shares or less per day for any issuer with a market capitalization in excess of USD$10 billion). This preclearance requirement includes both common and preferred shares as well as local shares and GDR/ADR securities.

Derivatives. Trades in any financial instrument related to a security that is required to be pre-cleared, including options on securities, futures contracts, single stock futures, options on futures contracts and any other derivative must be precleared.

Shares in any Affiliated Open or Closed-end Mutual Fund or REIT. Preclearance is required if you purchase or sell shares of open-end or closed-end funds and/or REITs advised or sub-advised by Western Asset outside of your Western Asset 401(k) participant account. This includes preclearance for such purchases or sales in a spouse’s retirement account. You are not required to preclear trades in your Western Asset 401(k) participant account. Note: No preclearance is required for investments in any money market funds.

Systematic Investment Plans. Preclearance is required when executing an initial instruction for any purchases or sales that are made pursuant to a systematic investment or withdrawal plan involving a security that requires preclearance. For example, a systematic investment plan that regularly purchases shares of a Western Asset Fund would need to be precleared when the initial instruction was made, but not for each specific subsequent purchase. A systematic investment or withdrawal plan is one pursuant to which a prescribed purchase or sale will be automatically made on a regular, predetermined basis without affirmative action by the Access Person. As such, only the initial investment instruction (and any subsequent changes to the instruction) requires preclearance.

Private Placement Securities. All Western Asset employees must preclear any trades in private placement securities (i.e., any offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933) whether or not fixed income related. This requirement includes all private investment partnerships or funds such as hedge funds and private real estate holding partnerships.

Initial Public Offerings. Investment Persons are prohibited from participating in Initial Public Offerings (other than closed-end fund offerings where Western Asset is an adviser or sub-adviser). Special Purpose Acquisition Company (SPAC) offerings are considered Initial Public Offerings.

529 College Savings Plans. Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code where the underlying investments are open-end funds advised or sub-advised by Western Asset or an affiliate. A list of such funds is available from the Legal and Compliance Department.

Transactions in Retirement Accounts and Deferred Compensation Plans. All purchases or sales of investment companies or funds advised or sub-advised by Western Asset in any retirement account other than your Western Asset 401(k) participant account or Deferred Compensation Plan must be precleared. Note: Trades in investment companies or funds in your Western Asset 401(k) account are not required to be precleared, but are subject to a 60-day holding period if they are advised or sub-advised by Western Asset. Trades in the brokerage portion of your Western Asset 401(k) such as those in individual tickers or CUSIPs are subject to the same personal trading pre-clear rules as if they were purchased outside of the 401(k) account.

Shares of Preferred Stock. You are required to preclear all transactions in shares of preferred stock.

WHAT TRADES ARE NOT REQUIRED TO BE PRECLEARED?

Common Stocks. As long as the issuer of the securities is not listed on the Western Asset restricted list, you are not required to preclear publicly traded common stocks. All Western Asset employees are also required to preclear an equity security in the case of a private placement or an initial public offering (see discussion above).

Government Securities. Trades in any direct obligations of the U.S. Government or any G7 government are not required to be precleared.

High Quality Short-term Debt Instruments. High quality short term debt instruments including bankers acceptances, bank certificates of deposit, commercial paper, variable-rate demand notes, repurchase agreements and other high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody’s) are not required to be precleared.

Money Market Funds. Trades in any investment company or fund that is a money market fund are not required to be precleared.

Open-End Mutual Funds. Trades in open-end mutual funds that are not advised or sub-advised by Western Asset are not required to be precleared.

Closed-End Mutual Funds, Exchange Traded Funds (“ETFs”) and Real Estate Investment Trusts (“REITs”). Transactions of closed end mutual funds, ETFs and REITs are not required to be precleared unless they are advised by Western Asset.

Transactions Retirement Accounts and Deferred Compensation Plans. Purchases or sales of investment companies or funds in your Western Asset 401(k) participant account or Deferred Compensation Plan are not required to be precleared. Note: Trades in your Western Asset 401(k) account are not required to be precleared, but are subject to a holding period requirement if they are advised or sub-advised by Western Asset. Trades in the brokerage portion of your Western Asset 401(k) such as those in individual tickers or CUSIPs are subject to the same personal trading pre-clear rules as if they were purchased outside of the 401(k) account.

Employee Savings Investment Plans. Purchases, sales of Franklin Resources, Inc. stock in Employee Savings Investment Plans or similar are not required to be pre-cleared. Elections to participate or stop participating or changes to participation levels are not required to be pre-cleared.

Systematic Investment Plans. Any purchases or sales that are made pursuant to a systematic investment or withdrawal plan that has previously been approved by a Preclearance Officer. A systematic investment plan is any plan where a sale or purchase will be automatically made on a regular, predetermined basis without your authorization for each transaction. The first instruction must be precleared, but each subsequent purchase is not required to be precleared unless changes are made to the terms of the standing order.

No Knowledge. Securities transactions where you have no knowledge of the transaction before it is completed (for example, a transaction effected by a Trustee of a blind trust or discretionary trades involving an investment partnership or investment club, when you are neither consulted nor advised of the trade before it is executed) are not required to be precleared.

Certain Corporate Actions. Any acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, exercise of rights or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities is not required to be precleared.

Options-Related Activity. Any acquisition or disposition of a security in connection with an option-related transaction that has been previously approved. For example, if you receive approval to write a covered call, and the call is later exercised, you are not required to obtain preclearance in order to exercise the call. Preclearance of a derivative of a security is required only if the underlying security requires preclearance.

Commodities, Futures and Options on Futures. Any transaction involving commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks) and options on futures. Preclearance is required for any single issuer derivatives, such as single stock futures.

529 College Savings Plans. Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code, unless the underlying investment includes open-end funds advised or sub-advised by Western Asset or an affiliate.

Digital Assets. Digital tokens, altcoins, crypto currencies or similar assets Crypto currency is treated the same as any other currency and is not a security, so it does not require pre-clearance. This obligation may be revised based on further regulatory guidance.

Miscellaneous. Any transaction in any other securities as the Western Asset Chief Compliance Officer may designate on the grounds that the risk of abuse is minimal or non-existent.

HOW DOES THE PRECLEARANCE PROCESS WORK?

Understand the Preclearance requirements. Review the Section above titled “Preclearance Process for Personal Trading” to determine if the security requires preclearance.

Trading Authorization Form. Obtain and complete a Trading Authorization Form or access the on-line personal trading system (if available to you).

Submission for approval. Submit the request for approval to a Preclearance Officer for a determination of approval or denial. The Chief Compliance Officer shall designate Preclearance Officers to consider requests for approval or denials.

Approval or Denial. The Preclearance Officer shall determine whether approval of the proposed trade would place the individual’s interests ahead of the interests of Western Asset clients (including the Funds). To be valid, a Preclearance Officer must sign the Trading Authorization Form or otherwise evidence approval.

Expiration of Trading Permission. Trade authorizations expire at the end of the trading day during which authorization is granted. Trade authorizations also expire if they are revoked or if you learn that the information provided in the Trade Authorization request is not accurate. If the authorization expires, a new authorization must be obtained before the trade order may be placed. If an order is placed but has not been executed before the authorization expires (e.g., a limit order), no new authorization is necessary unless the order is amended in any way.

Transactions of a Preclearance Officer. A Preclearance Officer may not approve his or her own Trading Authorization Form.

Proxies. You may designate a representative to complete and submit a Trade Authorization Form if you are unable to complete the form on your behalf in order to obtain proper authorization.

PERSONAL TRADING RESTRICTIONS

In addition to reporting and preclearance obligations, you are also subject to restrictions regarding the manner in which you trade and hold securities in any personal investment accounts for which you report transactions. (The Section above titled “Reporting of Personal Trading” describes which accounts must be reported.)

For all Western Asset employees:

Market Manipulation. You shall not execute any securities transactions with the intent to raise, lower, or maintain the price of any security or to falsely create the appearance of trading activity.

Spread Betting. Spread Betting is a speculative transaction that involves taking a bet on the price movement of a security, index or other financial product via a spread betting company. Spread betting on financial products is not permitted and employees may not use spread betting accounts to circumvent the Code of Ethics. Spread betting on non-financial products, such as sporting events, is not covered by the Code of Ethics.

Trading on Inside Information. You shall not purchase or sell any security if you have material nonpublic information about the security or the issuer of the security. You are also subject to Western Asset’s policy on insider trading. This policy applies both to personal transactions and to transactions executed by Western Asset personnel on behalf of client accounts.

Excessive Personal Trading. You are limited to 75 transactions per calendar quarter. Transactions are defined as executions - therefore, a buy and a sell of the same security are considered as two transactions and multiple fills for limit orders are each considered a transaction unless brokers provide information to permit independent confirmation that multiple confirmations originated from a single order. This does not apply to accounts held by family members where you do not have any trading authority, fully managed accounts where you have given permission to another party to manage your account, and rebalancing of investments in the 401(k), 403(b) or any other company sponsored retirement accounts. Single expressions of investment intent with multiple executions are counted as a single trade (i.e., multiple fills on a limit or a block trade across multiple family accounts). Corporate actions or options exercises are not counted. Quant-type strategies declared in advance and done with the approval of the Chief Compliance Officer may be exempted if the individual exercises no discretion over when or if their orders are actually executed.

Initial Public Offerings for Investment Persons: Investment Persons may not purchase any securities through an initial public offering (other than closed-end funds for which Western Asset is an adviser or sub-adviser).

Regardless of whether a transaction is specifically prohibited in this Code of Ethics, you may not engage in any personal securities transactions that (i) impact your ability to carry out your assigned duties or (ii) increase the possibility of an actual or apparent conflict of interest.

Holding Periods for securities in personal accounts for all Western Asset employees:

After making a purchase, you must hold that security for at least 30 calendar days unless specified otherwise below. Holding periods are measured on a first-in-first-out basis unless otherwise specified below. The holding period applies if investment exposure takes the form of single stock futures, options or other similar instruments.

Holding periods apply for all securities except transactions in money market funds, government/sovereign securities issued by G-7 countries and derivatives on such securities, high quality short-term debt instruments, ETFs or other index securities, options on broad-based indices, currencies, and open-end mutual funds not advised by Western Asset.

A 60-day holding period applies for all mutual funds, investment companies, unit trusts, REITs, or other commingled vehicles for which Western Asset serves as adviser or sub-adviser.

This limitation applies to any purchases or sales in your individual retirement account, 401(k), deferred compensation plan, or any similar retirement plan or investment account for you or your immediate family. There is no holding period for purchases or sales done through a systematic investment or withdrawal plan.

There is no holding period for accounts held by family members where you do not have any trading authority or fully managed accounts where you have given permission to another party to manage your account. You may not direct or recommend trades or take any other action that serves to circumvent the provisions of the Code of Ethics.

The holding period may be deemed inapplicable in circumstances such as stop-loss orders declared in advance or extreme market volatility if prudent and consistent with the Firm’s overarching fiduciary duties to clients and regulatory obligations.

Blackout Periods:

One Day Blackout period for all Western Asset employees:

You may not purchase or sell a fixed-income security (or any security convertible into a fixed income security) of an issuer on the same day in which Western Asset is purchasing or selling a fixed-income security from that same issuer.

Contemporaneous trading activity will be the basis for a denial of a request for trading preclearance.

Seven Day Blackout period for Investment Persons:

You may not purchase or sell a fixed income security (or any security convertible into a fixed income security) if Western Asset purchases or sells securities of the same issuer within seven calendar days before or after the date of your purchase or sale.

Preclearance Sought and Obtained in Good Faith:

The blackout period restriction may be deemed inapplicable if, consistent with the overarching duty to put client interests ahead of personal or Firm interests, an Access Person making a personal transaction has sought and received preclearance. This determination will take into account such factors as the degree of involvement in or access to the persons or teams making the investment decision.

REQUIREMENTS FOR FUND DIRECTORS

Interested Directors of the Funds that are also Western Asset employees

If you are an Interested Director and also a Western Asset or Franklin Templeton Investments employee, you are subject to all the Code of Ethics requirements that apply to you as a Western Asset or Franklin Templeton Investments employee. Accordingly, if you are a Western Asset employee, you are required to comply with all provisions of this Code of Ethics. If you are a Franklin Templeton Investments employee, you are not subject to the provision of this Code of Ethics, but you are required to comply with the Franklin Templeton Investments Code of Ethics.

You are also subject to the requirements under Section 16 of the Securities and Exchange Act of 1934. For Interested Directors who are also Western Asset employees, this obligation is addressed in the Section above titled “Reporting of Personal Trading.”

Interested Directors of the Funds that are not Western Asset employees

Applicable Provisions of the Code of Ethics. For an Interested Director that is not a Western Asset employee, only the requirements as set forth in the following Sections of the Code of Ethics shall apply:

o Objectives and Spirit of the Code

o Persons Subject to the Code

o Persons Who Administer the Code

o Reporting of Personal Trading

o Requirements for Fund Directors

These sections may also incorporate other parts of the Code of Ethics by reference.

Rule 17j-1 Requirements with Respect to Reporting of Personal Trading. The requirements described above in the Section titled “Reporting of Personal Trading” shall only apply to the extent required by Rule 17j-1. In particular, no reporting of any open-end mutual funds is required.

Section 16 Reporting. Section 16 of the Securities and Exchange Act of 1934 requires all Directors of closed-end investment companies to report changes in your personal ownership of shares of investment companies for which you a Director. If provided with the necessary information, the Legal and Compliance Department will assist and make filings with the Securities and Exchange Commission on your behalf.

Section 16 Personal Trading Restrictions. Section 16 of the Securities and Exchange Act requires a Director to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months. Under Section 16, holding periods operate on a “last in, first out” methodology, so the six month holding period for all holdings re-sets with each new purchase.

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